ACA ABS 2003-2: Guaranty Policy Termination No Impact on Ratings----------------------------------------------------------------Moody's Investors Service determined that termination by ACA ABS2003-2, Limited (the "Issuer"), an SF CDO, effective as of April16, 2013 of an existing Insurance and Indemnity Agreement datedNovember 6, 2003 and a Class A-1SW Insurance Policy No. CIFGNA-218(the "Policy") issued by CIFC Assurance North America, Inc.(formerly CDC IXIS Financial Guaranty North America, Inc.) (the"Termination") and performance of the activities contemplatedtherein will not in and of themselves and at this time result inthe reduction, placement on credit watch with negative outlook orwithdrawal of the rating on any Class of Notes (in the case of anyClass A-SW Notes, without giving effect to the Class A-1SWInsurance Policy) issued by the Issuer. Moody's does not expressan opinion as to whether the Termination could have non-credit-related effects.

Moody's has been informed that the Termination is taking place atthe request of and with the consent of the Class A-1SWnoteholders.

The principal methodology used in reaching its conclusion and inmonitoring the ratings of the Notes issued by the Issuer is"Moody's Approach to Rating SF CDOs", published in May 2012.

Other methodologies and factors that may have been considered inthe process of rating the Notes issued by the Issuer can also befound in the Rating Methodologies sub-directory on Moody'swebsite.

The rating action reflects recent performance of the underlyingpools and Moody's updated expected losses on the pools. Thedowngrades are primarily due to the crossover to pro-rata pay forthe seniors classes after credit support depletion.

The methodologies used in these ratings were "Moody's Approach toRating US Residential Mortgage-Backed Securities" published inDecember 2008 and "2005 -- 2008 US RMBS Surveillance Methodology"published in July 2011.

The approach "2005 -- 2008 US RMBS Surveillance Methodology " isadjusted slightly when estimating losses on pools left with asmall number of loans to account for the volatile nature of smallpools. Even if a few loans in a small pool become delinquent,there could be a large increase in the overall pool delinquencylevel due to the concentration risk. To project losses on poolswith fewer than 100 loans, Moody's first estimates a "baseline"average rate of new delinquencies for the pool that is dependenton the vintage of loan origination (11% for all vintages 2004 andprior). The baseline rates are higher than the average rate of newdelinquencies for larger pools for the respective vintages.

Once the baseline rate is set, further adjustments are made basedon 1) the number of loans remaining in the pool and 2) the levelof current delinquencies in the pool. The volatility of poolperformance increases as the number of loans remaining in the pooldecreases. Once the loan count in a pool falls below 75, the rateof delinquency is increased by 1% for every loan less than 75. Forexample, for a pool with 74 loans from the 2004 vintage, theadjusted rate of new delinquency would be 11.11%. In addition, ifcurrent delinquency levels in a small pool is low, futuredelinquencies are expected to reflect this trend. To account forthat, the rate is multiplied by a factor ranging from 0.85 to 2.25for current delinquencies ranging from less than 10% to greaterthan 50% respectively. Delinquencies for subsequent years andultimate expected losses are projected using the approachdescribed in the methodology publication.

When assigning the final ratings to senior bonds, in addition tothe methodologies, Moody's considered the volatility of theprojected losses and timeline of the expected defaults. For bondsbacked by small pools, Moody's also considered the currentpipeline composition as well as any specific loss allocation rulesthat could preserve or deplete the overcollateralization availablefor the senior bonds at different pace.

Moody's also adjusts the methodologies for Moody's current view onloan modifications. As a result of an extension of the HomeAffordable Modification Program (HAMP) to 2013 and an increaseduse of private modifications, Moody's is extending its previousview that loan modifications will only occur through the end of2012. It is now assuming that the loan modifications will continueat current levels into 2014.

These methodologies only apply to pools with at least 40 loans anda pool factor of greater than 5%. Moody's may withdraw its ratingwhen the pool factor drops below 5% and the number of loans in thepool declines to 40 loans or lower unless specific structuralfeatures allow for a monitoring of the transaction (such as acredit enhancement floor).

The primary sources of assumption uncertainty are Moody's centralmacroeconomic forecast and performance volatility as a result ofservicer-related activity such as modifications. The unemploymentrate fell from 8.3% in February 2012 to 7.6% in March 2013.Moody's forecasts a unemployment central range of 7.0% to 8.0% forthe 2013 year. Moody's expects housing prices to continue to risein 2013. Performance of RMBS continues to remain highly dependenton servicer activity such as modification-related principalforgiveness and interest rate reductions. Any change resultingfrom servicing transfers or other policy or regulatory change canalso impact the performance of these transactions.

The affirmation of the classes at 'Csf' reflects Fitch's view thatdefault is considered inevitable. The pool of aircraft consistspredominately of aged, lower tier aircraft which Fitch believeswill be unable to generate sufficient cash flow to repay the notein full. The Recovery Estimate (RE) of 45% reflects Fitch'sexpectation of principal allocation relative to the current classA-9 note balance under a base scenario. The class B, C, and D REsare 0% as no principal is expected to be paid because anycollections will only be applied to the senior note and largeinterest shortfalls continue to grow across these three classes.

Rating Sensitivity

If the outcome of the trust's ongoing litigation is different thanFitch's modeled assumption, the RE on the class A-9 note may beimpacted.

Due to the correlation between global economic conditions and theairline industry, the ratings may be pressured by the strength ofthe macro-environment over the remaining term of this transaction.Global economic scenarios that are inconsistent with Fitch'sexpectations could lead to lower recovery estimates. For examplethe occurrence of an extended global recession of significantlygreater severity than the last two experienced, and the resultingstrain on aircraft lease cash flow, could lead to lower principalrecovery on the notes.

The analysis of the trust is consistent with 'Global RatingCriteria for Aircraft Operating Lease ABS,' dated April 17, 2012,with one exception. Fitch's criteria assume a useful life of 25years for all aircraft, but the assumption was adjusted to 30years for aircraft based on the characteristics of the currentleases in place.

ALESCO PREFERRED I: S&P Raises Rating on Class A-2 Notes to 'B+'----------------------------------------------------------------Standard & Poor's Ratings Services raised its ratings on the classA-1 and A-2 notes from ALESCO Preferred Funding I Ltd., a U.S.collateralized debt obligation (CDO) transaction, backed by trustpreferred securities (TruPs) issued by financial institutions. Atthe same time, S&P removed its ratings on the class A-1 and A-2notes from CreditWatch with positive implications, where S&Pplaced them on March 6, 2013.

The upgrades mainly reflect pay-downs to the class A-1 notes andan improvement in the credit support available to the rated notessince S&P last upgraded the class A-1 and A-2 notes on May 2,2012, following an update to its criteria for rating CDOs backedby bank TruPs. Since that time, the transaction has paid down theclass A-1 notes by approximately $32.8 million, leaving the notesat 33.29% of their original issuance amount.

The upgrades also reflect a decline in the amount of nonperformingassets since the time of the last action. According the to theApril 2013 monthly trustee report, there was $25 million indefaulted and deferring securities, down from $49 million reportedin the April 2012 report.

Furthermore, the upgrades also reflect an improvement in theovercollateralization (O/C) available to the notes since the timeof the last action, mainly because of the aforementioned factors.The trustee reported the following O/C ratios in the April 2013monthly report:

-- The class A O/C ratio was 164.13%, compared with a reported ratio of 128.77% in April 2012; and

-- The class B O/C ratio was 85.96%, compared with a reported ratio of 75.04% in April 2012.

Standard & Poor's will continue to review whether, in its view,the ratings assigned to the notes remain consistent with thecredit enhancement available to support them and take ratingactions as it deems necessary.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

-- The credit enhancement provided to the rated notes through the subordination of cash flows that are payable to the subordinated notes.

-- The transaction's credit enhancement, which is sufficient to withstand the defaults applicable for the supplemental tests (not counting excess spread), and cash flow structure, which can withstand the default rate projected by Standard & Poor's CDO Evaluator model, as assessed by Standard & Poor's using the assumptions and methods outlined in its corporate collateralized debt obligation (CDO) criteria.

-- The transaction's legal structure, which is expected to be bankruptcy remote.

-- S&P's projections regarding the timely interest and ultimate principal payments on the rated notes, which S&P assessed using its cash flow analysis and assumptions commensurate with the assigned ratings under various interest-rate scenarios, including LIBOR ranging from 0.29%-11.57%.

-- The transaction's overcollateralization and interest coverage tests, a failure of which will lead to the diversion of interest and principal proceeds to reduce the balance of the rated notes outstanding.

-- The transaction's interest diversion test, a failure of which will lead to the reclassification of up to 50% of excess interest proceeds during the reinvestment period (and up to 75% after the reinvestment period) that are available before paying trustee indemnities; uncapped administrative expenses and fees; subordinated collateral management fees; deposits to the supplemental reserve account; collateral manager incentive fees; and subordinated note payments into principal proceeds for the purchase of additional collateral assets during the reinvestment period (and to pay the notes sequentially after the reinvestment period).

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities.

The Standard & Poor's 17g-7 Disclosure Report included in thiscredit rating report is available at:

Since the last rating action in May 2012, approximately 40.9% ofthe collateral has been downgraded and 5.1% has been upgraded.Currently, 83.4% of the portfolio has a Fitch derived rating belowinvestment grade and 56.1% has a rating in the 'CCC' category andbelow, compared to 90.2% and 64.9%, respectively, at the lastrating action. Over this period, the transaction has received$33.4 million in pay downs and experienced $114 million inprincipal losses.

This transaction was analyzed under the framework described in thereport 'Global Rating Criteria for Structured Finance CDOs' usingthe Portfolio Credit Model (PCM) for projecting future defaultlevels for the underlying portfolio. The default levels were thencompared to the breakeven levels generated by Fitch's cash flowmodel of the CDO under the various default timing and interestrate stress scenarios, as described in the report 'Global Criteriafor Cash Flow Analysis in CDOs'. Fitch also analyzed thestructure's sensitivity to the assets that are distressed,experiencing interest shortfalls, and those with near-termmaturities. Based on this analysis, the class A through C notes'breakeven rates are generally consistent with the ratings assignedbelow.

For the class D through K notes, Fitch analyzed each class'sensitivity to the default of the distressed assets ('CCC' andbelow). Given the high probability of default of the underlyingassets and the expected limited recovery prospects upon default,the class D notes have been downgraded to 'CCCsf', indicating thatdefault is possible. Similarly, the class E and F notes have beendowngraded and the class G through K notes affirmed at 'Csf',indicating that default is inevitable.

The Stable Outlook on the class A and B notes reflects Fitch'sview that the transaction will continue to delever.

Rating Sensitivities

Further negative migration and defaults beyond those projected bySF PCM as well as increasing concentration in assets of a weakercredit quality could lead to downgrades.

ARCap 2005-1 Resecuritization Trust is a static transaction backedby a portfolio of commercial mortgage backed securities (CMBS)(100% of the pool balance) with a majority of the collateralissued between 2004 and 2005. As of the March 21, 2013 Trusteereport, the aggregate Note balance of the transaction hasdecreased to $549.5 million from $568.4 million at issuance, withthe paydown directed to the Class A Certificates. The paydown wasdue to: I) defaulted securities interest proceeds being re-classified as principal proceeds and ii) the re-classification ofinterest proceeds due to the failure of certain par value tests.The current collateral par amount is $240.9, a decrease of $327.5million since securitization.

WARF is a primary measure of the credit quality of a CRE CDO pool.Moody's has completed updated credit assessments for the non-Moody's rated collateral. The bottom-dollar WARF is a measure ofthe default probability within a collateral pool. Moody's modeleda bottom-dollar WARF of 7,625 compared to 7,933 at last review.The distribution of current ratings and credit assessments is asfollows: Aaa-Aa3 (3.9% compared to 2.8% at last review), Baa1-Baa3(0% compared to 1.7% at last review), Ba1-Ba3 (10.5% compared to7.4% at last review), B1-B3 (8.5% compared to 7.3% at lastreview), and Caa1-C (77.1% compared to 80.8% at last review).

WAL acts to adjust the probability of default of the collateral inthe pool for time. Moody's modeled to a WAL of 6.0 compared to 7.4at last review.

WARR is the par-weighted average of the mean recovery values forthe collateral assets in the pool. Moody's modeled a fixed 2.8%WARR compared to 2.4% at last review.

MAC is a single factor that describes the pair-wise assetcorrelation to the default distribution among the instrumentswithin the collateral pool (i.e. the measure of diversity).Moody's modeled a MAC of 100.0%, the same as at last review.

Moody's review incorporated CDOROM v2.8, one of Moody's CDO ratingmodels, which was released on March 25, 2013.

The cash flow model, CDOEdge v3.2.1.2, was used to analyze thecash flow waterfall and its effect on the capital structure of thedeal.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may haverating implications on certain classes of rated notes. However, inmany instances, a change in key parameter assumptions in certainstress scenarios may be offset by a change in one or more of theother key parameters. Rated notes are particularly sensitive tochanges in recovery rate assumptions. Holding all other keyparameters static, changing the recovery rate assumption down from2.8% to 0.0% or up to 7.8% would result in a modeled ratingmovement on the rated tranches 0 to 1 notch downward and 0 notchesupward, respectively.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery and commercial real estate property markets. Commercialreal estate property values are continuing to move in a modestlypositive direction along with a rise in investment activity andstabilization in core property type performance. Limited newconstruction and moderate job growth have aided this improvement.However, a consistent upward trend will not be evident until thevolume of investment activity steadily increases for a significantperiod, non-performing properties are cleared from the pipeline,and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straightquarters of growth and the multifamily sector continues to showincreases in demand with a growing renter base and declining homeownership. Recovery in the office sector continues at a measuredpace with minimal additions to supply. However, office demand isclosely tied to employment, where growth remains slow andemployers are considering decreases in the leased space peremployee. Also, primary urban markets are outperforming secondarysuburban markets. Performance in the retail sector continues to bemixed with retail rents declining for the past four years, weakdemand for new space and lackluster sales driven by internet salesgrowth. Across all property sectors, the availability of debtcapital continues to improve with robust securitization activityof commercial real estate loans supported by a monetary policy oflow interest rates.

Moody's central global macroeconomic scenario calls for US GDPgrowth for 2013 that is likely to remain close to 2% as thegreater impetus from the US private sector is likely to broadlyoffset the drag on activity from more restrictive fiscal policy.Thereafter, Moody's expects the US economy to expand at a somewhatfaster pace than is likely this year, closer to its long-runaverage pace of growth. Risks to Moody's forecasts remain skewedto the downside despite recent positive developments. Moody'sbelieves that the three most immediate risks are: i) the risk of adeeper than currently expected recession in the euro areaaccompanied by deeper credit contraction, potentially triggered bya further intensification of the sovereign debt crisis; ii)slower-than-expected recovery in major emerging markets followingthe recent slowdown; and iii) an escalation of geopoliticaltensions, resulting in adverse economic developments.

The methodologies used in this rating were "Moody's Approach toRating SF CDOs" published in May 2012 and "Moody's Approach toRating Commercial Real Estate CDOs" published in July 2011.

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the senior notes and anincrease in the transaction's overcollateralization ratios sincethe rating action in June 2012. Moody's notes that the Class A-1Notes have been paid down in full and the Class A-2 Notes havebeen paid down by approximately 43% or $9.6 million since the lastrating action. Based on the latest trustee report dated March 15,2013, the Class A, Class B, Class C and Class Dovercollateralization ratios are reported at 300.3%, 173.0%,131.8% and 112.7% respectively, versus May 2012 levels of 191.0%,144.8%, 122.9% and 110.9%, respectively. The trustee reportedovercollateralization ratios do not reflect pay down of $12.9million to the Class A-1 and A-2 Notes on the April 15, 2013payment date.

Notwithstanding benefits of the deleveraging, Moody's notes thatthe underlying portfolio includes a number of investment insecurities that mature after the maturity date of the notes. Basedon the March 2013 trustee report, securities that mature after thematurity date of the notes currently make up approximately 25.6%of the underlying portfolio. These investment potentially exposethe notes to market risk in the event of liquidation at the timeof the notes' maturity.

Due to the impact of revised and updated key assumptionsreferenced in "Moody's Approach to Rating Collateralized LoanObligations" published in June 2011, key model inputs used byMoody's in its analysis, such as par, weighted average ratingfactor, diversity score, and weighted average recovery rate, maybe different from the trustee's reported numbers. In its basecase, Moody's analyzed the underlying collateral pool to have aperforming par and principal proceeds balance of $63 million,defaulted par of $2.8 million, a weighted average defaultprobability of 12.08% (implying a WARF of 2312), a weightedaverage recovery rate upon default of 51.31%, and a diversityscore of 21. The default and recovery properties of the collateralpool are incorporated in cash flow model analysis where they aresubject to stresses as a function of the target rating of each CLOliability being reviewed. The default probability is derived fromthe credit quality of the collateral pool and Moody's expectationof the remaining life of the collateral pool. The average recoveryrate to be realized on future defaults is based primarily on theseniority of the assets in the collateral pool. In each case,historical and market performance trends and collateral managerlatitude for trading the collateral are also factors.

Ares XVIII CLO, Ltd., issued in August 2004, is a collateralizedloan obligation backed primarily by a portfolio of senior securedloans.

The principal methodology used in this rating was "Moody'sApproach to Rating Collateralized Loan Obligations" published inJune 2011.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Approach to Rating Collateralized Loan Obligations"rating methodology published in June 2011.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF + 20% (2774)

Class A-1: 0

Class A-2: 0

Class B-1: 0

Class B-2: 0

Class C-1: -1

Class C-2: -1

Class D: -1

Moody's Adjusted WARF - 20% (1850)

Class A-1: 0

Class A-2: 0

Class B-1: 0

Class B-2: 0

Class C-1: +2

Class C-2: +2

Class D: +1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities, whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed defaultedrecoveries assuming the lower of the market price and the recoveryrate in order to account for potential volatility in marketprices.

3) Long-dated assets: The presence of assets that mature beyondthe CLO's legal maturity date exposes the deal to liquidation riskon those assets. Moody's assumes an asset's terminal value uponliquidation at maturity to be equal to the lower of an assumedliquidation value (depending on the extent to which the asset'smaturity lags that of the liabilities) and the asset's currentmarket value. In consideration of the large size of the deal'sexposure to long-dated assets, which increase its sensitivity tothe liquidation assumptions used in the rating analysis, Moody'sran different scenarios considering a range of liquidation valueassumptions. However, actual long-dated asset exposure andprevailing market prices and conditions at the CLO's maturity willdrive the extent of the deal's realized losses, if any, from longdated assets.

Most U.S. cash flow collateralized debt obligations (CLOs) closebefore purchasing the full amount of their targeted level ofportfolio collateral. On the closing date, the collateral managertypically covenants to purchase the remaining collateral withinthe guidelines specified in the transaction documents to reach thetarget level of portfolio collateral. Typically, the CLOtransaction documents specify a date by which the targeted levelof portfolio collateral must be reached. The "effective date" fora CLO transaction is usually the earlier of the date on which thetransaction acquires the target level of portfolio collateral, orthe date defined in the transaction documents. Most transactiondocuments contain provisions directing the trustee to request therating agencies that have issued ratings upon closing to affirmthe ratings issued on the closing date after reviewing theeffective date portfolio (typically referred to as an "effectivedate rating affirmation").

An effective date rating affirmation reflects S&P's opinion thatthe portfolio collateral purchased by the issuer, as reported toS&P by the trustee and collateral manager, in combination with thetransaction's structure, provides sufficient credit support tomaintain the ratings that S&P assigned on the transaction'sclosing date. The effective date reports provide a summary ofcertain information that S&P used in its analysis and the resultsof its review based on the information presented to them.

S&P believes the transaction may see some benefit from allowing awindow of time after the closing date for the collateral managerto acquire the remaining assets for a CLO transaction. Thiswindow of time is typically referred to as a "ramp-up period."Because some CLO transactions may acquire most of their assetsfrom the new issue leveraged loan market, the ramp-up period maygive collateral managers the flexibility to acquire a more diverseportfolio of assets.

For a CLO that has not purchased its full target level ofportfolio collateral by the closing date, S&P's ratings on theclosing date and prior to its effective date review are generallybased on the application of its criteria to a combination ofpurchased collateral, collateral committed to be purchased, andthe indicative portfolio of assets provided to S&P by thecollateral manager, and may also reflect S&P's assumptions aboutthe transaction's investment guidelines. This is because not allassets in the portfolio have been purchased.

When S&P received a request to issue an effective date ratingaffirmation, it performs quantitative and qualitative analysis ofthe transaction in accordance with S&P's criteria to assesswhether the initial ratings remain consistent with the creditenhancement based on the effective date collateral portfolio.S&P's analysis relies on the use of CDO Evaluator to estimate ascenario default rate at each rating level based on the effectivedate portfolio, full cash flow modeling to determine theappropriate percentile break-even default rate at each ratinglevel, the application of S&P's supplemental tests, and theanalytical judgment of a rating committee.

In S&P's published effective date report, it discusses itsanalysis of the information provided by the transaction's trusteeand collateral manager in support of their request for effectivedate rating affirmation. In most instances, S&P intends topublish an effective date report each time it issues an effectivedate rating affirmation on a publicly rated U.S. cash flow CLO.

On an ongoing basis after S&P issues an effective date ratingaffirmation, it will periodically review whether, in its view, thecurrent ratings on the notes remain consistent with the creditquality of the assets, the credit enhancement available to supportthe notes, and other factors, and take rating actions as it deemsnecessary.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

Ballyrock CLO 2006-1 Ltd. ended its reinvestment period onAug. 27, 2012, and all principal proceeds are being used to paydown the senior notes. The class A-1 notes have had a paydown of$116.53 million since S&P's last upgrade in November 2011 and arecurrently about 59.54% of their original notional balance.

The transaction has seen many improvements since November 2011.There has been a large increase in the overcollateralization (O/C)available to support the notes since October 2011. On average theO/C ratios have improved about 8.25% since S&P's last upgrade inNovember 2011.

Additionally, as of the March 20, 2013, trustee report, thetransaction held no defaulted assets compared with the$1.94 million noted in the Oct. 20, 2011, trustee report, whichS&P referenced for its November 2011 rating actions.

The class D and E notes are driven by the top obligor test, asupplemental test S&P introduced as part of its criteria inSeptember 2009.

Standard & Poor's will continue to review whether, in its view,the ratings assigned to the notes remain consistent with thecredit enhancement available to support them and take ratingactions as it deems necessary.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

The collateral for the transaction consists of the fee andleasehold interest in an enclosed, partial two-story super-regional mall located in Wayne, New Jersey. The fee interestconsists of 463,774 square feet (sf) of major tenant and in-linespace, currently occupied by 133 national and regional tenants.The leasehold interest consists of 28,875 sf of in-line spacesubject to a long-term ground lease with Lord & Taylor. Theanchor tenants, Bloomingdale's, Macy's, Lord & Taylor and Sears,do not serve as collateral for the loan. The property is directlyowned by General Growth Properties, Inc. (GGP), and will bemanaged by an affiliate of the borrower. Proceeds from the loanwere used to retire the existing debt and return $210 million toGGP.

Willowbrook Mall has performed very well historically, withoccupancy averaging 98.8% since 2007. As of the January 31, 2013,rent roll, the collateral was 97.5% leased. Sales productivity isquite strong, with YE2012 sales for in-line tenants less than10,000 sf (excluding Apple) of $625 per square foot (psf). Thisrepresents a 13% increase over the YE2011 level. In 2012, 38tenants reported sales in excess of $900 psf. While notcollateral for the loan, the anchor tenants perform very well,with the stores generating estimated annual sales volumes ofbetween $25 million and $88 million.

The loan is interest only during the entire 12-year loan term.Although the loan does not amortize, the going-in leverage isrelatively low, with the DBRS Debt Yield at 9.0%. In addition,the DBRS Refi debt service coverage ratio (DSCR) is a healthy 1.20times (x), based on a stressed 7.50% refinance constant thatimplies a 6.07% interest rate and a 30-year amortization schedule.This stressed refinance rate is 2.52% above the current loan'sinterest rate of 3.55%. The loan has minimal default risk duringthe ten-year loan term, as the DBRS Term DSCR is quite high at2.40x, with no individual tenant contributing more than 3.2% oftotal income. DBRS value, a 28.7% discount to the appraisedvalue, results in a modest DBRS loan-to-value (LTV) of 80.8%.

As a result of the quality of the asset, a high-profile tenantroster with strong market demand, strong sales, consistenthistorical occupancy and a strong sponsor, the Certificates backedby the $360 million first mortgage debt are assigned ratingsbetween AAA (sf) and BB (high) (sf). The transaction is asequential-pay structure.

The ratings assigned to the Certificates by DBRS are basedexclusively on the credit provided by the transaction structureand underlying trust assets. All classes will be subject toongoing surveillance, which could result in upgrades or downgradesby DBRS after the date of issuance.

Fitch modeled losses of 12.8% of the remaining pool; expectedlosses on the original pool balance total 9.6%, including lossesalready incurred. The pool has experienced $77.8 million (3.3% ofthe original pool balance) in realized losses to date. Fitch hasdesignated 35 loans (35.7%) as Fitch Loans of Concern, whichincludes six specially serviced assets (18%).

Rating Sensitivities

The ratings of the super senior classes are expected to remainstable. The B class may be subject to a downgrade if there isfurther deterioration to the pool's cash flow performance and/ordecrease in value of the specially serviced loans. Additionaldowngrades to the distressed classes (those rated below 'B') areexpected as losses are realized.

As of the March 2013 distribution date, the pool's aggregateprincipal balance has been reduced by 51.4% to $1.15 billion from$2.36 billion at issuance. Per the servicer reporting, eight loans(9.8% of the pool) have defeased since issuance. Interestshortfalls are currently affecting classes E through P.

The largest contributor to expected losses is the specially-serviced The Mall at Stonecrest loan (8.6% of the pool), which issecured by the 396,840 sf portion of a regional mall totaling 1.2million sf located in Lithonia, GA, approximately 20 miles east ofdowntown Atlanta. The loan transferred to the special servicer inJanuary 2013 for imminent payment default. The collateral consistsof a 16-screen AMC Theater, approximately 140 in-line tenants, afood court, kiosk space and strip space. As of March 2013 the mallhas a collateral occupancy of approximately 80% and a totaloccupancy of 93%. From February through October 2012 the netoperating income debt service coverage ratio (NOI DSCR) is 1.10x.

The next largest contributor to expected losses is the specially-serviced Tri-Star Estates Manufactured Housing Community loan(3.4%), which is secured by a 902-pad manufactured housingcommunity located in Bourbonnais, IL, about 50 miles south ofChicago. The loan transferred to special servicing in August 2010for imminent default. The property became real estate owned (REO)in January 2013 and is currently 48.3% occupied. The property iscurrently being marketed for sale.

The third largest contributor to expected losses is the specially-serviced Ashford Perimeter (B note) loan (1.4%), which is securedby a 288,175 sf office property in Atlanta, GA. The loan on thisproperty, which transferred to special servicing in June 2009 forimminent default, was modified in December 2009. Terms of themodification included an extension to the original loan term andbifurcation of the loan into a senior and junior component. In May2012, both the A and B note were again transferred to the specialservicer and they are expected to be included in an upcoming notesale. Any recovery to the B note is contingent upon full recoveryto the A-note proceeds when the loans are sold. Unless collateralperformance improves, recovery to the B-note component isunlikely.

Fitch removes the following classes from Rating Watch Negative,downgrades the ratings, and assigns Outlooks as indicated:

Most U.S. cash flow collateralized debt obligations (CLOs) closebefore purchasing the full amount of their targeted level ofportfolio collateral. On the closing date, the collateral managertypically covenants to purchase the remaining collateral withinthe guidelines specified in the transaction documents to reach thetarget level of portfolio collateral. Typically, the CLOtransaction documents specify a date by which the targeted levelof portfolio collateral must be reached. The "effective date" fora CLO transaction is usually the earlier of the date on which thetransaction acquires the target level of portfolio collateral, orthe date defined in the transaction documents. Most transactiondocuments contain provisions directing the trustee to request therating agencies that have issued ratings upon closing to affirmthe ratings issued on the closing date after reviewing theeffective date portfolio.

An effective date rating affirmation reflects S&P's opinion thatthe portfolio collateral purchased by the issuer, as reported toS&P by the trustee and collateral manager, in combination with thetransaction's structure, provides sufficient credit support tomaintain the ratings that S&P assigned on the transaction'sclosing date. The effective date reports provide a summary ofcertain information that S&P used in its analysis and the resultsof its review based on the information presented to them.

S&P believes the transaction may see some benefit from allowing awindow of time after the closing date for the collateral managerto acquire the remaining assets for a CLO transaction. Thiswindow of time is typically referred to as a "ramp-up period."Because some CLO transactions may acquire most of their assetsfrom the new issue leveraged loan market, the ramp-up period maygive collateral managers the flexibility to acquire a more diverseportfolio of assets.

For a CLO that has not purchased its full target level ofportfolio collateral by the closing date, S&P's ratings on theclosing date and prior to its effective date review are generallybased on the application of its criteria to a combination ofpurchased collateral, collateral committed to be purchased, andthe indicative portfolio of assets provided to S&P by thecollateral manager, and may also reflect S&P's assumptions aboutthe transaction's investment guidelines. This is because not allassets in the portfolio have been purchased.

When S&P received a request to issue an effective date ratingaffirmation, it perform quantitative and qualitative analysis ofthe transaction in accordance with its criteria to assess whetherthe initial ratings remain consistent with the credit enhancementbased on the effective date collateral portfolio. S&P's analysisrelies on the use of CDO Evaluator to estimate a scenario defaultrate at each rating level based on the effective date portfolio,full cash flow modeling to determine the appropriate percentilebreak-even default rate at each rating level, the application ofS&P's supplemental tests, and the analytical judgment of a ratingcommittee.

In S&P's published effective date report, it discusses itsanalysis of the information provided by the transaction's trusteeand collateral manager in support of their request for effectivedate rating affirmation. In most instances, S&P intends topublish an effective date report each time it issues an effectivedate rating affirmation on a publicly rated U.S. cash flow CLO.

On an ongoing basis after S&P issues an effective date ratingaffirmation, it will periodically review whether, in its view, thecurrent ratings on the notes remain consistent with the creditquality of the assets, the credit enhancement available to supportthe notes, and other factors, and take rating actions as it deemsnecessary.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

S&P affirmed its ratings based on the principal protection to thenotes in the form of separate collateral, which are eitherobligations of U.S. government-related entities or U.S. Treasurystrips.

The three certificates and two notes are outstanding according tothe most recent trustee report for each U.S. cash flowcollateralized debt obligation transaction. The three Blue Heroncertificates have principal protection through REFCO zero couponbonds, and the class P-1 and P-2 notes are fully backed by U.S.Treasury principal strips.

The ratings on the certificates and notes only address the returnof the face amount of each note by the legal final maturity date,whether received from interest or principal proceeds, and does notaddress the payment of interest.

Standard & Poor's will continue to review whether, in its view,the ratings currently assigned to the notes remain consistent withthe credit enhancement available to support them and take ratingactions as it deems necessary.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

The affirmation is based on the underlying collateral that supportthe notes, which is a U.S. Treasury REFCO bond.

The withdrawal follows the redemption of the principal protectednotes in full.

S&P will continue to review whether the current ratings on bothtransactions remain consistent with the credit enhancementavailable to support the ratings and take rating actions as itdeems necessary.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

BRIDGEPORT CLO II: Debt Purchase No Impact on Moody's Ratings-------------------------------------------------------------Moody's Investors Service has determined that the purchase byBridgeport CLO II, Ltd. (the "Issuer") of a debt obligation thatsatisfies the definition of "Structured Finance Obligation" setforth in the Indenture dated as of June 27, 2007 between theIssuer and Deutsche Bank Trust Company Americas, as Trustee, willnot in and of itself at this time cause the current ratings of anyoutstanding Class of Rated Notes issued by the Issuer to bereduced, suspended or withdrawn. Moody's does not express anopinion as to whether the proposed acquisition of the designatedStructured Finance Obligation could have noncredit-relatedeffects.

According to the Indenture, Collateral Debt Obligations eligiblefor purchase by the Issuer include certain Structured FinanceObligations, as long as the applicable Percentage Limitation andthe Rating Condition are satisfied.

Moody's analyzed the proposed purchase by examining the impact theasset acquisition would have on various measurements of the poolof Collateral Debt Obligations set forth in the Indenture, such asweighted average rating factor, weighted average recovery rate,weighted average spread and weighted average life. The analysisindicates that purchasing the designated Structured FinanceObligation will not cause the current Moody's ratings assigned toany outstanding Class of Rated Notes issued by the Issuer to bereduced, suspended or withdrawn.

The principal methodology used in reaching its conclusion and inmonitoring the ratings of the Notes issued by the Issuer is"Moody's Approach to Rating Collateralized Loan Obligations",published in June 2011.

Other methodologies and factors that may have been considered inthe process of rating the Notes issued by the Issuer can also befound in the Rating Methodologies sub-directory on Moody'swebsite.

Moody's will continue to monitor the ratings of the Notes issuedby the Issuer, and any change in the ratings will be publiclydisseminated by Moody's through appropriate media.

A detailed list of the rating actions is in Fitch's reportentitled 'U.S. RMBS Bayview Rating Actions for April 16, 2013.' Inaddition, a summary of the mortgage pool and bond analysis is in aFitch report entitled 'RMBS Loss Metrics'.

The four Bayview Re-securitizations are secured by underlyingclasses of asset-backed securities. Each of the underlyingsecurities are secured by an interest in an underlying pool ofloans consisting of fixed- and adjustable-rate residentialmortgage loans, small balance commercial, multi-family and mixed-use loans, installment contracts for the purchase of realproperty, and disaster assistance loans both unsecured and securedby second liens on commercial property and various types of non-real estate collateral.

The two Bayview Revolving Trust transactions are securitized by amix of small balance commercial micro transactions, two collateralpools of non-conforming residential loans, a collateral pool ofCanadian small balance commercial loans, and several classes fromBayview Commercial Asset Trust 2008-2, 2008-3, and 2008-4transactions.

Key Rating Drivers

The collateral performance has generally remained stable since thelast review. As of this review the average percent of currentloans is 63%, losses to date are 10% and the 60+ delinquency is32%.

The weighted average probability of default (PD), loss severity(LS) and expected loss (XL) for the base, 'BBBsf', and 'AAAsf'rating stresses are:

PD LS XL Base 58% 88% 52% 'BBBsf' 68% 95% 65% 'AAAsf 78% 100% 79%

The investment grade classes affirmed at their current rating havean average credit enhancement of 50% and average time to pay offof 44 months.

All but one of the classes downgraded were in BFAT transactions.The majority of the affected classes were already rated belowinvestment grade and the downgrades were limited to one or tworating categories. One class in the Bayview 2007-SSR2 wasdowngraded from 'CCsf' to 'Csf' due to deterioration in creditenhancement.

Four investment grade classes were downgraded to remove a ratingtick of '+' or '-'. Fitch generally no longer maintains ratingticks for seasoned US RMBS classes. Two investment grade classeswere downgraded due to small-pool risk. Three investment gradeclasses were downgraded due to increased loan defaultexpectations. Fitch revised its methodology of projecting defaultsfor the BFAT mortgage pools from an approach based on historicalnet-loss-rate trends to one consistent with the Alt-A sectordefault assumptions determined by Fitch's loss model.

Although the four Bayview Re-securitizations benefit from excessspread, overcollateralization and a reserve fund, the transactionscontain two characteristics that increase their sensitivity tostressed scenarios. First, principal is paid pro-rata acrosssenior and subordinate classes. This feature results in areduction of the subordination for senior classes over time andcan increase their vulnerability to higher losses later in thetransaction's life. Second, the transactions all have varyingdegrees of basis risk as a result of fixed-rate coupons on theunderlying bonds collateralizing floating-rate coupons in the Re-securitization.

The ratings of the Bayview revolvers reflect the poor performanceof the underlying collateral and the structural features of theBFAT transactions. All classes have received principal paymentspro-rata since the revolving period ended in 2009, and there areno performance triggers that will change the payment structure tore-direct cash flow to the senior classes. The pro-rata paystructure decreases the credit enhancement of the senior classesover time, since the subordinate classes receive principalpayments as well as principal writedowns due to losses. Inaddition this structure shows sensitivity to projected interestshortfalls in the 'CCCsf' rating stresses.

Rating Sensitivities

Fitch used pool level collateral data to analyze the Bayviewtransactions. If the underlying collateral was small balancecommercial/mixed assets the default assumptions were based off ofthe Alt-A vintage default assumptions from Fitch's non-prime lossmodel and were adjusted for pool specific product composition andperformance. For the remaining asset types, Fitch used thesubprime vintage default assumptions from Fitch's non-prime lossmodel adjusted for pool specific product composition andperformance.

Fitch assumed a 75% base case loss severity for the loans in thetwelve BFAT transactions. For the Bayview Revolvers and BFATresecuritizations an 80% severity was used if the collateral wassmall balance commercial, a 90% severity was used if the assetswere first liens and a 100% severity was used for second liens.

The stressed loss assumptions were determined using Fitch's non-prime loss model default and severity multiples. This determinedFitch's expected losses in the 'Bsf-AAAsf' stresses.

The cash flow analysis assumed Fitch's benchmark CDR and CPRcurves, zero servicer advance rate for all second liens while theadvance rates for first liens reflected Alt-A or subprime advancerates, and a haircut to the WAC in the 'Asf-AAAsf' ratingstresses.

Fitch analyzes each bond in a number of different scenarios todetermine the likelihood of full principal recovery and timelyinterest. The scenario analysis incorporates various combinationsof the following stressed assumptions: mortgage loss, loss timing,interest rates, prepayments, servicer advancing and loanmodifications.

The analysis includes rating stress scenarios from 'CCCsf' to'AAAsf'. The 'CCCsf' scenario is intended to be the most-likelybase-case scenario. Rating scenarios above 'CCCsf' areincreasingly more stressful and less-likely outcomes. Althoughmany variables are adjusted in the stress scenarios, the primarydriver of the loss scenarios is the home price forecastassumption. In the 'Bsf' scenario, Fitch assumes home pricesdecline 10% below their long-term sustainable level. The homeprice decline assumption is increased by 5% at each higher ratingcategory up to a 35% decline in the 'AAAsf' scenario.

Classes currently rated below 'Bsf' are at-risk to default at somepoint in the future. As default becomes more imminent, bondscurrently rated 'CCCsf' and 'CCsf' will migrate towards 'Csf' andeventually 'Dsf'.

The ratings of bonds currently rated 'Bsf' or higher will besensitive to future mortgage borrower behavior, which historicallyhas been strongly correlated with home price movements. Despiterecent positive trends, Fitch currently expects home pricesnationally to decline further before reaching a sustainable level.While Fitch's ratings reflect this home price view, the ratings ofoutstanding classes may be subject to revision to the extentactual home price and mortgage performance trends differ fromthose currently projected by Fitch.

The spreadsheet 'U.S. RMBS Bayview Rating Actions for April 16,2013' provides the contact information for the performanceanalyst.

The affirmation of the principal classes are due to key ratingparameters, including Moody's loan to value (LTV) ratio, Moody'sstressed debt service coverage ratio (DSCR) and the HerfindahlIndex (Herf) remain within acceptable ranges. Based on Moody'scurrent base expected loss the credit enhancement levels for theaffirmed classes are sufficient to maintain their current ratings.The rating of the Class IO is consistent with the expected creditperformance of its referenced classes and thus is affirmed.

This transaction is classified as a small balance CMBStransaction. Small balance transactions, which represent less than1% of the Moody's rated conduit/fusion universe, have generallyexperienced higher defaults and losses than traditional conduitand fusion transactions.

Moody's analysis reflects a forward-looking view of the likelyrange of collateral performance over the medium term. From time totime, Moody's may, if warranted, change these expectations.Performance that falls outside an acceptable range of the keyparameters may indicate that the collateral's credit quality isstronger or weaker than Moody's had anticipated during the currentreview. Even so, deviation from the expected range will notnecessarily result in a rating action. There may be mitigating oroffsetting factors to an improvement or decline in collateralperformance, such as increased subordination levels due toamortization and loan payoffs or a decline in subordination due torealized losses.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery and commercial real estate property markets. Commercialreal estate property values are continuing to move in a modestlypositive direction along with a rise in investment activity andstabilization in core property type performance. Limited newconstruction and moderate job growth have aided this improvement.However, a consistent upward trend will not be evident until thevolume of investment activity steadily increases for a significantperiod, non-performing properties are cleared from the pipeline,and fears of a Euro area recession are abated.

Moody's central global macroeconomic scenario calls for US GDPgrowth for 2013 that is likely to remain close to 2% as thegreater impetus from the US private sector is likely to broadlyoffset the drag on activity from more restrictive fiscal policy.Thereafter, Moody's expects the US economy to expand at a somewhatfaster pace than is likely this year, closer to its long-runaverage pace of growth. Risks to Moody's forecasts remain skewedto the downside despite recent positive developments. Moody'sbelieves that the three most immediate risks are: i) the risk of adeeper than currently expected recession in the euro areaaccompanied by deeper credit contraction, potentially triggered bya further intensification of the sovereign debt crisis; ii)slower-than-expected recovery in major emerging markets followingthe recent slowdown; and iii) an escalation of geopoliticaltensions, resulting in adverse economic developments.

The principal methodology used in this rating was "Moody'sApproach to Rating U.S. CMBS Conduit Transactions" published inSeptember 2000. The methodology used in rating the IO Class was"Moody's Approach to Rating Structured Finance Interest-OnlySecurities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit assessments ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the credit assessmentlevel, is incorporated for loans with similar credit assessmentsin the same transaction.

The conduit model includes an IO calculator, which uses thefollowing inputs to calculate the proposed IO rating based on thepublished methodology: original and current bond ratings andcredit assessments; original and current bond balances grossed upfor losses for all bonds the IO(s) reference(s) within thetransaction; and IO type as defined in the published methodology.The calculator then returns a calculated IO rating based on both atarget and mid-point. For example, a target rating basis for aBaa3 (sf) rating is a 610 rating factor. The midpoint rating basisfor a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). Ifthe calculated IO rating factor is 700, the CMBS IO calculatorwould provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 60 compared to 76 at last review.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST(R) (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated April 18, 2012.

Deal Performance:

As of the March 25, 2013 distribution date, the transaction'saggregate certificate balance has decreased by 74% to $26.1million from $102.0 million at securitization. The Certificatesare collateralized by 83 mortgage loans ranging in size from lessthan 1% to 5% of the pool, with the top ten loans representing 28%of the pool. The pool is characterized by both geographic andproperty type concentrations. Approximately 78% of the pool issecured by multi-family properties; a combined 53% of the pool islocated in California, Arizona and Michigan.

There are currently no loans on the watchlist. Forty-four loanshave been liquidated from the pool since securitization, resultingin an aggregate $9.9 million loss (67% loss severity on average).Currently, there are six loans, representing 5% of the pool inspecial servicing. Moody's has estimated an aggregate $809thousand loss (60% expected loss on average) for all of thespecially serviced loans.

Moody's has also assumed a high default probability for 24 poorlyperforming loans, representing 32% of the pool, and has estimatedan aggregate $2.5 million loss (30% expected loss based on a 50%probability default) for the troubled loans.

Moody's was provided with full year and partial year 2011operating results for 34% of the pool. Excluding speciallyserviced and troubled loans, Moody's weighted average LTV is 98%compared to 94% at Moody's prior review. Moody's net cash flowreflects a weighted average haircut of 10.2% to the most recentlyavailable net operating income. Moody's value reflects a weightedaverage capitalization rate of 9.8%.

Excluding specially serviced and troubled loans, Moody's actualand stressed DSCRs are 1.23X and 1.21X, respectively, compared to1.35X and 1.31X at last review. Moody's actual DSCR is based onMoody's net cash flow (NCF) and the loan's actual debt service.Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressedrate applied to the loan balance.

The upgrades are due to Moody's lower base expected loss andincreased credit support due to loan payoffs and amortization. Theaffirmations of the principal classes are due to key parameters,including Moody's loan to value (LTV) ratio, Moody's stressed DSCRand the Herfindahl Index (Herf), remaining within acceptableranges. Based on Moody's current base expected loss, the creditenhancement levels for the affirmed classes are sufficient tomaintain their current ratings.

The rating of the IO Class, Class X-CL, is consistent with theexpected credit performance of its reference classes and thus isaffirmed.

Moody's rating action reflects a base expected loss of 3.5% of thecurrent balance compared to 5.0% at last review. Moody's baseexpected loss plus realized losses is now 0.8% of the originalpooled balance compared to 1.1% at the prior review.

Moody's analysis reflects a forward-looking view of the likelyrange of collateral performance over the medium term. From time totime, Moody's may, if warranted, change these expectations.Performance that falls outside an acceptable range of the keyparameters may indicate that the collateral's credit quality isstronger or weaker than Moody's had anticipated during the currentreview. Even so, deviation from the expected range will notnecessarily result in a rating action. There may be mitigating oroffsetting factors to an improvement or decline in collateralperformance, such as increased subordination levels due toamortization and loan payoffs or a decline in subordination due torealized losses.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery and commercial real estate property markets. Commercialreal estate property values are continuing to move in a modestlypositive direction along with a rise in investment activity andstabilization in core property type performance. Limited newconstruction and moderate job growth have aided this improvement.However, a consistent upward trend will not be evident until thevolume of investment activity steadily increases for a significantperiod, non-performing properties are cleared from the pipeline,and fears of a Euro area recession are abated.

Moody's central global macroeconomic scenario calls for US GDPgrowth for 2013 that is likely to remain close to 2% as thegreater impetus from the US private sector is likely to broadlyoffset the drag on activity from more restrictive fiscal policy.Thereafter, Moody's expects the US economy to expand at a somewhatfaster pace than is likely this year, closer to its long-runaverage pace of growth. Risks to Moody's forecasts remain skewedto the downside despite recent positive developments. Moody'sbelieves that the three most immediate risks are: i) the risk of adeeper than currently expected recession in the euro areaaccompanied by deeper credit contraction, potentially triggered bya further intensification of the sovereign debt crisis; ii)slower-than-expected recovery in major emerging markets followingthe recent slowdown; and iii) an escalation of geopoliticaltensions, resulting in adverse economic developments.

The methodologies used in this rating were "Moody's Approach toRating U.S. CMBS Conduit Transactions" published in September 2000and "Moody's Approach to Rating CMBS Large Loan/Single BorrowerTransactions" published in July 2000. The methodology used inrating Class X-CL was "Moody's Approach to Rating StructuredFinance Interest-Only Securities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit assessments ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the credit assessmentlevel, is incorporated for loans with similar credit assessmentsin the same transaction.

The conduit model includes an IO calculator, which uses thefollowing inputs to calculate the proposed IO rating based on thepublished methodology: original and current bond ratings andcredit assessments; original and current bond balances grossed upfor losses for all bonds the IO(s) reference(s) within thetransaction; and IO type as defined in the published methodology.The calculator then returns a calculated IO rating based on both atarget and mid-point. For example, a target rating basis for aBaa3 (sf) rating is a 610 rating factor. The midpoint rating basisfor a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). Ifthe calculated IO rating factor is 700, the CMBS IO calculatorwould provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of three, the same as at last review.

In cases where the Herf falls below 20, Moody's also employs thelarge loan/single borrower methodology. This methodology uses theexcel-based Large Loan Model v 8.5 and then reconciles and weightsthe results from Conduit and Large Loan models in formulating arating recommendation. The large loan model derives creditenhancement levels based on an aggregation of adjusted loan levelproceeds derived from Moody's loan level LTV ratios. Majoradjustments to determining proceeds include leverage, loanstructure, property type and sponsorship. These aggregatedproceeds are then further adjusted for any pooling benefitsassociated with loan level diversity, other concentrations andcorrelations.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST(R) (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated April 18, 2012.

Deal Performance:

As of the March 15, 2013 distribution date, the transaction'saggregate certificate balance has decreased by 81% to $118.8million from $637.5 million at securitization. The Certificatesare collateralized by nine mortgage loans ranging in size from 2%to 44% of the pool, with the top ten loans, excluding defeasance,representing 81% of the pool. Three loans, representing 19% of thepool, have defeased and are secured by U.S. government securities.There are no loans with investment grade credit estimates.

There are no loans on the master servicer's watchlist or inspecial servicing. One loan has been liquidated from the poolsince securitization resulting in a $757,000 realized loss (38%loss severity).

Moody's was provided with full year 2011 and partial year 2012operating results for 100% of the pool. Moody's weighted averageLTV is 77% compared to 80% at last full review. Moody's net cashflow reflects a weighted average haircut of 12.9% to the mostrecently available net operating income. Moody's value reflects aweighted average capitalization rate of 10.0%.

Moody's actual and stressed DSCRs are 1.19X and 1.43X,respectively, compared to 1.18X and 1.37X, respectively, at lastfull review. Moody's actual DSCR is based on Moody's net cash flow(NCF) and the loan's actual debt service. Moody's stressed DSCR isbased on Moody's NCF and a 9.25% stressed rate applied to the loanbalance.

The top three loans represent 58% of the pool balance. The largestloan is the Seattle Supermall Loan ($52.7 million -- 44% of thepool), which is secured by a 935,000 square foot (SF) retailcenter located in Auburn, Washington. As of December 2012, theproperty was 93% leased compared to 92% at last review. Theproperty continues to show stable performance. Major tenantsinclude Sam's Club, Bed Bath & Beyond and Burlington Coat Factory.Moody's LTV and stressed DSCR are 81% and 1.33X, respectively,compared to 84% and 1.29X, at last review.

The second largest loan is the Village Marketplace Shopping CenterLoan ($8.1 million -- 6.8% of the pool), which is secured by a129,000 SF grocery-anchored retail center located five milessouthwest of Richmond, Virginia. A 36,804 SF Food Lion Supermarketanchors the center on a lease expiring in March 2019. As ofNovember 2012, the property was 88% leased compared to 84% at lastreview. Moody's LTV and stressed DSCR are 87% and 1.21X,respectively, compared to 81% and 1.3X, at last review.

The third largest loan is the Huffman Shopping Center Loan ($7.8million -- 6.6% of the pool), which is secured by a 88,069 SFgrocery-anchored retail center located in Anchorage, Alaska. A70,295 SF Carrs Supermarket anchors the center on a lease expiringin October 2030. As of December 2012, the property was 98% leased,the same as at last review. Moody's LTV and stressed DSCR are 54%and 2.01X, respectively, compared to 55% and 1.97X at last review.

S&P lowered its rating on class F to 'D (sf)' from 'CCC- (sf)'based on its expectation that the class is unlikely to be repaidin full.

According to the March 19, 2013, trustee report, the transaction'scollateral totaled $685.5 million, while the transaction'sliabilities, including capitalized interest, totaled$571.0 million. This is down from $600.0 million of liabilitiesat issuance. The transaction's current asset pool includes thefollowing:

According to the March 19, 2013, trustee report, the deal isfailing all overcollateralization coverage tests and interestcoverage tests.

Standard & Poor's will continue to review whether, in its view,the ratings assigned to the notes remain consistent with thecredit enhancement available to support them and take ratingactions it determines necessary.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

CITICORP: Moody's Cuts Ratings on $128.8MM of Prime Jumbo RMBS--------------------------------------------------------------Moody's Investors Service has downgraded five tranches from twotransactions issued by Citi. The collateral backing these dealsprimarily consists of first-lien, fixed and adjustable-rate primeJumbo residential mortgages. The actions impact approximately$128.8 million of RMBS issued from 2006.

The actions are a result of the recent performance of Prime jumbopools originated on or after 2005 and reflect Moody's updated lossexpectations on these pools. The downgrades are a result ofdeteriorating performance and structural features resulting inhigher expected losses for certain bonds than previouslyanticipated.

The methodologies used in these ratings were "Moody's Approach toRating US Residential Mortgage-Backed Securities" published inDecember 2008, and "2005-2008 US RMBS Surveillance Methodology"published in July 2011. The methodology used in rating Interest-Only Securities was "Moody's Approach to Rating Structured FinanceInterest-Only Securities" published in February 2012.

Moody's adjusts the methodologies for 1) Moody's current view onloan modifications and 2) small pool volatility.

Loan Modifications

As a result of an extension of the Home Affordable ModificationProgram (HAMP) to 2013 and an increased use of privatemodifications, Moody's is extending its previous view that loanmodifications will only occur through the end of 2012. It is nowassuming that the loan modifications will continue at currentlevels until 2014.

Small Pool Volatility

For pools with loans less than 100, Moody's adjusts itsprojections of loss to account for the higher loss volatility ofsuch pools. For small pools, a few loans becoming delinquent wouldgreatly increase the pools' delinquency rate.

To project losses on prime jumbo pools with fewer than 100 loans,Moody's first calculates an annualized delinquency rate based onvintage, number of loans remaining in the pool and the level ofcurrent delinquencies in the pool. For prime jumbo pools, Moody'sfirst applies a baseline delinquency rate of 3.5% for 2005, 6.5%for 2006 and 7.5% for 2007. Once the loan count in a pool fallsbelow 76, this rate of delinquency is increased by 1% for everyloan fewer than 76. For example, for a 2005 pool with 75 loans,the adjusted rate of new delinquency is 3.54%. Further, to accountfor the actual rate of delinquencies in a small pool, Moody'smultiplies the rate by a factor ranging from 0.20 to 2.0 forcurrent delinquencies that range from less than 2.5% to greaterthan 50% respectively. Moody's then uses this final adjusted rateof new delinquency to project delinquencies and losses for theremaining life of the pool under the approach described in themethodology publication.

When assigning the final ratings to bonds, in addition to theapproach, Moody's considered the volatility of the projectedlosses and timeline of the expected defaults.

The primary source of assumption uncertainty is the uncertainty inMoody's central macroeconomic forecast and performance volatilitydue to servicer-related issues. The unemployment rate fell from9.0% in September 2011 to 7.6% in March 2013. Moody's forecasts afurther drop to 7.5% by 2014. Moody's expects house prices to dropanother 1% from their 4Q2011 levels before gradually risingtowards the end of 2013. Performance of RMBS continues to remainhighly dependent on servicer procedures. Any change resulting fromservicing transfers or other policy or regulatory change canimpact the performance of these transactions.

The downgrades are due to a greater certainty of losses on thespecially serviced assets coupled with performing loans which haveshown declines in performance indicative of a higher probabilityof default and loss.

Fitch modeled losses of 17.3% of the remaining pool; expectedlosses on the original pool balance total 17.6%, including lossesalready incurred. The pool has experienced $54.5 million (2.7% ofthe original pool balance) in realized losses to date. Fitch hasdesignated 34 loans (43.2%) as Fitch Loans of Concern, whichincludes eight specially serviced assets (8.6%).

Rating Sensitivities

The ratings of the 'AAA' rated classes are expected to remainstable as these classes are expected to continue to receivepaydown. The 'BB' rated class may be subject to further ratingactions should realized losses be greater than Fitch'sexpectations. The distressed classes are subject to further ratingactions as losses are realized.

As of the March 2013 distribution date, the pool's aggregateprincipal balance has been reduced by 13.6% to $1.74 billion from$2.02 billion at issuance. No loans have defeased since issuance.Interest shortfalls are currently affecting classes G through P.

The largest contributor to expected losses is the Irvine EOP SanDiego Portfolio loan (7.9% of the pool), which is secured by sevenproperties consisting of six class A and B office buildings andone single-tenant restaurant all located in San Diego, CA. Theaggregate square footage for the portfolio is 380,954 square feet(sf). As of December 2012 the portfolio's occupancy was at 85%compared to approximately 90% at origination. The loan wasoriginally underwritten to pro forma income and the borrowercontinues to come out of pocket. The loan remains current and iswith the master servicer.

The next largest contributor to expected losses is the 2 RectorStreet (3) loan (5.7%), which is secured by a 417,473 sf class Boffice property located in Manhattan, NY. The largest tenants areMerrill Lynch, ITHAKA HARBORS, INC., Charles W. CammackAssociates, Inc., Five Star Electric, and Skanska Granite. Theproperty continues to underperform the market with the most recentreported occupancy of 73.8% as of April 2013, compared to 98.6% atthe time of origination. There is approximately 5% rollover in2013, 18% in 2014, and 13% in 2015. Per REIS as of the 4th quarter2012, the downtown Manhattan office submarket has a vacancy rateof 11.4%.

The third largest contributor to expected losses is the specially-serviced 3660 Wilshire Boulevard loan (2.3%), which is secured bya 267,361 sf office building located in Los Angeles, CA. The loanwas transferred to special servicing in January 2013. The propertyhas suffered declining occupancy since issuance resulting fromseveral tenant vacancies. The property is 61.3% as of February2013 compared with 99% at issuance. Additionally, the largesttenant, Hammi Bank (20%) has a lease expiration in November 2013and, per the special servicer, has not indicated whether or notthey will renew or vacate at lease expiration. The specialservicer is currently dual tracking foreclosure and modification.

Fitch downgrades the ratings and revises the Outlooks for thefollowing classes as indicated:

-- $201.7 million class A-M to 'BBsf' from 'BBB-sf'; Outlook to Stable from Negative; -- $20.2 million class E to 'Csf' from 'CCsf'; RE 0%; -- $25.2 million class F to 'Csf' from 'CCsf'; RE 0%.

COOKSON SPC 2007-1LAC: Moody's Cuts Rating on EUR24MM Notes to C----------------------------------------------------------------Moody's Investors Service downgraded the rating of the followingnotes issued by Cookson SPC Series 2007-1LAC:

According to Moody's, the rating action reflects increaseddeterioration in the credit quality of the underlying portfolio.Moody's notes that the Notes provide protection to $29.6 millionnotional amount of Class C Notes issued by Lacerta ABS CDO 2006-1,which is currently rated C (sf).

The principal methodology used in this rating was "Moody'sApproach to Rating SF CDOs" published in May 2012.

Moody's notes that in arriving at its ratings of SF CDOs, thereexist a number of sources of uncertainty, operating both on amacro level and on a transaction-specific level. Primary sourcesof assumption uncertainty are the extent of the slowdown in growthin the current macroeconomic environment and the commercial andresidential real estate property markets. While commercial realestate property markets are gaining momentum, a consistent upwardtrend will not be evident until the volume of transactionsincreases, distressed properties are cleared from the pipeline andjob creation rebounds. Among the uncertainties in the residentialreal estate property market are those surrounding future housingprices, pace of residential mortgage foreclosures, loanmodification and refinancing, unemployment rate and interestrates.

Notwithstanding the foregoing, the deal's ratings are not expectedto be sensitive to the typical range of changes (plus or minus tworating notches on Caa-rated assets) in the rating quality of thecollateral that Moody's tests, and no sensitivity analysis wasperformed.

Fitch also expects to rate new unsecured obligations of COPT asfollows:

-- Senior Unsecured Notes 'BBB-'.

The Rating Outlook is Stable.

Key Rating Drivers

The ratings reflect COPT's strong franchise and favorablerelationship with U.S. Government and defense contractor tenants,improving credit metrics, and adequate financial flexibilitysupported by sufficient unencumbered asset coverage of unsecureddebt and diversified financing strategy. These strengths aretempered by the company's elevated leverage for the rating, alarge level of lease expirations through the end of 2015 combinedwith mixed operating fundamentals, and medium-term refinancingrisk.

Strong Franchise/Defense-Driven Portfolio

Nearly 70% of annualized rents are generated from propertiesoccupied primarily by government agencies or defense contractors.Resultantly, the majority of COPT's assets are located in closeproximity to strategic locations (i.e. Fort Meade), which givesrise to geographic concentration in the greater Washington DC andBaltimore region. Given these locations, tenants have historicallybeen 'sticky' (retention rates have averaged 72% over the pastfive years) and invest heavily in their properties. Their missionsinvolve R&D and high-tech areas that are critical to nationalcyber security in the United States. Together with its strongrelationship with the federal government and defense contractors,COPT's strategic locations and strong franchise create meaningfulbarriers to entry.

Improving Credit Metrics

The company commenced its Strategic Reallocation Plan (SRP) in2011, aimed at divesting non-core assets and improving financialflexibility. This has led to a leverage reduction to 7.0x atDec. 31, 2012 from 8.6x at Dec. 31, 2011. Fitch expects continuedde-levering via additional asset sales and lease-up of thedevelopment pipeline, with leverage projected to fall to the mid-6x range by the end of 2015. Fixed charge coverage was 1.8x forthe trailing twelve months (TTM) ended Dec. 31, 2012 and isprojected to improve to the low-2x range over this span, driven byEBITDA growth, declining leverage and reduced preferred dividends.

Adequate Financial Flexibility

COPT has strong liquidity with $10.6 million of unrestricted cashand full availability under its $800 million senior unsecured lineof credit. Projected sources of capital cover projected uses by1.6x for the period from Jan. 1, 2013 to Dec. 31, 2014, which isstrong for the 'BBB-' IDR. If secured debt maturities are 80%refinanced, the metric improves to 2.5x. COPT also benefits fromcontingent liquidity provided by its $2 billion unencumbered assetpool (calculated using a stressed 9% cap rate on TTM unencumberedNOI).

Diversified Funding Strategy

COPT demonstrated access to the unsecured and secured debt capitalmarkets, as well as common and preferred equity markets during2012 and 2013 to date. The company has raised more than $300million of common equity since 2012 as well as over $170 millionof preferred equity, with proceeds used to repay debt, redeemhigher coupon preferred stock, and finance acquisitions anddevelopment. The company has also accessed three unsecured termloans with an aggregate balance of $770 million. COPT's access tothe unsecured market further diversifies the company's fundingsources. Going forward, Fitch expects COPT to fund its growthconservatively with more than 50% equity contribution. Equityfunding will be sourced via asset sales, a $150 million at-the-market (ATM) program and marketed follow-on offerings.

Medium-Term Refinancing Risk

Debt maturities are modest over the next 12 - 24 months but COPTfaces elevated refinancing risk in 2015 when nearly $800 millionof debt matures (including an initial put option on the company'sexchangeable notes). However, this risk is mitigated by Fitch'sexpectation of COPT having continued good access to capital. Inaddition, the company has a robust unencumbered asset pool -unencumbered asset coverage of unsecured debt (UA/UD) was 2.1x atDec. 31, 2012 - and an option to extend the $400 million unsecuredterm loan maturity to 2016. COPT is also actively pursuing severaltransactions, including an inaugural unsecured bond issuance toterm out the maturity schedule.

Elevated Lease Expirations

The company faces elevated lease expirations, with nearly 45% ofportfolio rent rolling by year-end 2015. The average rent expiringin 2013 is $29.10/sf, which is high relative to the $24.78/sf and$23.53/sf lease rates signed during 4Q'12 and 2012, respectively.The elevated expiring lease rate is driven by the fact that 70% of2013 expiring leases are in the Baltimore/Washington corridor andcommand higher rents. Expiring rents in this market during 2013have a weighted average rate of $30.34/sf compared to executedleases signed at $26.41/sf during 2012. Fitch expects that leasingspreads will decline in the mid-single digits in 2013.

Rating Sensitivities

The following factors may have a positive impact on COPT's ratingsand/or Outlook:

* Reflects Interest Only Classes ** Certificates may be exchanged for Class A-3FX of like balance. *** Reflects Exchangeable Certificates

Ratings Rationale:

The Certificates are collateralized by 59 fixed rate loans securedby 87 properties. The ratings are based on the collateral and thestructure of the transaction.

Moody's CMBS ratings methodology combines both commercial realestate and structured finance analysis. Based on commercial realestate analysis, Moody's determines the credit quality of eachmortgage loan and calculates an expected loss on a loan specificbasis. Under structured finance, the credit enhancement for eachcertificate typically depends on the expected frequency, severity,and timing of future losses. Moody's also considers a range ofqualitative issues as well as the transaction's structural andlegal aspects.

The credit risk of loans is determined primarily by two factors:(1) Moody's assessment of the probability of default, which islargely driven by each loan's DSCR; and (2) Moody's assessment ofthe severity of loss upon a default, which is largely driven byeach loan's LTV ratio.

The Moody's Actual DSCR of 1.63X is higher than the 2007conduit/fusion transaction average of 1.31X. The Moody's StressedDSCR of 1.09X is higher than the 2007 conduit/fusion transactionaverage of 0.92X.

The pooled Trust loan balance of $936 million represents a Moody'sLTV ratio of 101.8%, which is lower than the 2007 conduit/fusiontransaction average of 110.6%.

Moody's considers subordinate financing outside of the Trust whenassigning ratings. Three loans (23.5% of the pool) are structuredwith $76.2 million of additional financing in the form ofsubordinate secured or unsecured debt, raising Moody's Total LTVratio of 114.4%.

Moody's grades properties on a scale of 1 to 5 (best to worst) andconsiders those grades when assessing the likelihood of debtpayment. The factors considered include property age, quality ofconstruction, location, market, and tenancy. The pool's weightedaverage property quality grade is 2.31, which is in-line with theindices calculated in most multi-borrower transactions since 2009.

Moody's also considers both loan level diversity and propertylevel diversity when selecting a ratings approach. With respect toloan level diversity, the pool's loan level Herfindahl score is21.8, which is slightly below the average score calculated frommulti-borrower pools by Moody's since 2009. With respect toproperty level diversity, the pool's property level Herfindahlscore is 24.4. The transaction's property diversity profile is inline with the indices calculated in most multi-borrowertransactions issued since 2009.

This deal has a super-senior Aaa class with 30% creditenhancement. Although the additional enhancement offered to thesenior most certificate holders provides additional protectionagainst pool loss, the super-senior structure is credit negativefor the certificate that supports the super-senior class. If thesupport certificate were to take a loss, the loss would have thepotential to be quite large on a percentage basis. Thin tranchesneed more subordination to reduce the probability of default inrecognition that their loss-given default is higher. Thisadjustment helps keep expected loss in balance and consistentacross deals. The transaction was structured with additionalsubordination at class A-M to mitigate the potential increasedseverity to class A-M.

In terms of waterfall structure, the transaction contains a uniquegroup of exchangeable certificates. Classes A-M ((P) Aaa (sf)), B((P) Aa3 (sf)) and C ((P) A3 (sf)) may be exchanged for Class PEZ((P) A1 (sf)) certificates and Class PEZ may be exchanged for theClasses A-M, B and C. The PEZ certificates will be entitled toreceive the sum of interest distributable on the Classes A-M, Band C certificates that are exchanged for such PEZ certificates.The initial certificate balance of the Class PEZ certificates isequal to the aggregate of the initial certificate balances of theClass A-M, B and C and represent the maximum certificate balanceof the PEZ certificates that may be issued in an exchange.

Moody's considers the probability of certificate default as wellas the estimated severity of loss when assigning a rating. As athick vertical tranche, Class PEZ has the default characteristicsof the lowest rated component certificate ((P) A1 (sf)), but avery high estimated recovery rate if a default occurs given thecertificate's thickness. The higher estimated recovery rateresulted in a provisional ((P) A1 (sf)) rating, a rating higherthan the lowest provisionally rated component certificate.

The principal methodology used in this rating was "Moody'sApproach to Rating U.S. CMBS Conduit Transactions" published inSeptember 2000. The methodology used in rating Classes X-A and X-Bwas "Moody's Approach to Rating Structured Finance Interest-OnlySecurities" published in February 2012.

Moody's analysis employs the excel-based CMBS Conduit Model v2.62which derives credit enhancement levels based on an aggregation ofadjusted loan level proceeds derived from Moody's loan level DSCRand LTV ratios. Major adjustments to determining proceeds includeloan structure, property type, sponsorship, and diversity. Moody'sanalysis also uses the CMBS IO calculator ver_1.1, whichreferences the following inputs to calculate the proposed IOrating based on the published methodology: original and currentbond ratings and credit estimates; original and current bondbalances grossed up for losses for all bonds the IO(s)reference(s) within the transaction; and IO type corresponding toan IO type as defined in the published methodology.

The V Score for this transaction is assessed as Low/Medium, thesame as the V score assigned to the U.S. Conduit and CMBS sector.This reflects typical volatility with respect to the criticalassumptions used in the rating process as well as an averagedisclosure of securitization collateral and ongoing performance.

Moody's V Scores provide a relative assessment of the quality ofavailable credit information and the potential variability aroundthe various inputs to a rating determination. The V Score rankstransactions by the potential for significant rating changes owingto uncertainty around the assumptions due to data quality,historical performance, the level of disclosure, transactioncomplexity, the modeling, and the transaction governance thatunderlie the ratings. V Scores apply to the entire transaction(rather than individual tranches).

Moody's Parameter Sensitivities: If Moody's value of thecollateral used in determining the initial rating were decreasedby 5%, 14%, and 23%, the model-indicated rating for the currentlyrated Aaa Super Senior class would be ((P) Aaa (sf)), ((P) Aaa(sf)), and ((P) Aa1(sf)), respectively; for the most junior Aaarated class A-M would be ((P) Aa1 (sf)), ((P) Aa2 (sf)), and ((P)A1(sf)), respectively. Parameter Sensitivities are not intended tomeasure how the rating of the security might migrate over time;rather they are designed to provide a quantitative calculation ofhow the initial rating might change if key input parameters usedin the initial rating process differed. The analysis assumes thatthe deal has not aged. Parameter Sensitivities only reflect theratings impact of each scenario from a quantitative/model-indicated standpoint. Qualitative factors are also taken intoconsideration in the ratings process, so the actual ratings thatwould be assigned in each case could vary from the informationpresented in the Parameter Sensitivity analysis.

These ratings: (a) are based solely on information in the publicdomain and/or information communicated to Moody's by the issuer atthe date it was prepared and such information has not beenindependently verified by Moody's; (b) must be construed solely asa statement of opinion and not a statement of fact or an offer,invitation, inducement or recommendation to purchase, sell or holdany securities or otherwise act in relation to the issuer or anyother entity or in connection with any other matter. Moody's doesnot guarantee or make any representation or warranty as to thecorrectness of any information, rating or communication relatingto the issuer. Moody's shall not be liable in contract, tort,statutory duty or otherwise to the issuer or any other third partyfor any loss, injury or cost caused to the issuer or any otherthird party, in whole or in part, including by any negligence (butexcluding fraud, dishonesty and/or willful misconduct or any othertype of liability that by law cannot be excluded) on the part of,or any contingency beyond the control of Moody's, or any of itsemployees or agents, including any losses arising from or inconnection with the procurement, compilation, analysis,interpretation, communication, dissemination, or delivery of anyinformation or rating relating to the issuer.

The rating of class L is consistent with Moody's expected loss andis thus affirmed. The rating of the IO Class, Class A-X, isconsistent with the expected credit performance of its referencedclasses and thus is affirmed.

Moody's rating action reflects a base expected loss of 54% of thecurrent deal balance. At last review, Moody's base expected losswas approximately 52%. Moody's base expected loss plus realizedlosses is now 7.1% of the original pooled balance compared to 7.0%at last review.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery and commercial real estate property markets. Commercialreal estate property values are continuing to move in a modestlypositive direction along with a rise in investment activity andstabilization in core property type performance. Limited newconstruction and moderate job growth have aided this improvement.However, a consistent upward trend will not be evident until thevolume of investment activity steadily increases for a significantperiod, non-performing properties are cleared from the pipeline,and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straightquarters of growth and the multifamily sector continues to showincreases in demand with a growing renter base and declining homeownership. Recovery in the office sector continues at a measuredpace with minimal additions to supply. However, office demand isclosely tied to employment, where growth remains slow andemployers are considering decreases in the leased space peremployee. Also, primary urban markets are outperforming secondarysuburban markets. Performance in the retail sector continues to bemixed with retail rents declining for the past four years, weakdemand for new space and lackluster sales driven by internet salesgrowth. Across all property sectors, the availability of debtcapital continues to improve with robust securitization activityof commercial real estate loans supported by a monetary policy oflow interest rates.

Moody's central global macroeconomic scenario calls for US GDPgrowth for 2013 that is likely to remain close to 2% as thegreater impetus from the US private sector is likely to broadlyoffset the drag on activity from more restrictive fiscal policy.Thereafter, Moody's expects the US economy to expand at a somewhatfaster pace than is likely this year, closer to its long-runaverage pace of growth. Risks to Moody's forecasts remain skewedto the downside despite recent positive developments. Moody'sbelieves that the three most immediate risks are: i) the risk of adeeper than currently expected recession in the euro areaaccompanied by deeper credit contraction, potentially triggered bya further intensification of the sovereign debt crisis; ii)slower-than-expected recovery in major emerging markets followingthe recent slowdown; and iii) an escalation of geopoliticaltensions, resulting in adverse economic developments..

The methodologies used in this rating were "Moody's Approach toRating U.S. CMBS Conduit Transactions" published in September 2000and "Moody's Approach to Rating CMBS Large Loan/Single BorrowerTransactions" published in July 2000. The methodology used inrating Class A-X was "Moody's Approach to Rating StructuredFinance Interest-Only Securities" published in February 2012.

Since over half of the pool is in special servicing, Moody's alsoutilized a loss and recovery approach in rating this deal. In thisapproach, Moody's determines a probability of default for eachspecially serviced loan and determines a most probable loss givendefault based on a review of broker's opinions of value (ifavailable), other information from the special servicer andavailable market data. The loss given default for each loan alsotakes into consideration servicer advances to date and estimatedfuture advances and closing costs. Translating the probability ofdefault and loss given default into an expected loss estimate,Moody's then applies the aggregate loss from specially servicedloans to the most junior class(es) and the recovery as a pay downof principal to the most senior class(es).

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit assessments ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the credit assessmentlevel, is incorporated for loans with similar credit assessmentsin the same transaction.

The conduit model includes an IO calculator, which uses thefollowing inputs to calculate the proposed IO rating based on thepublished methodology: original and current bond ratings andcredit assessments; original and current bond balances grossed upfor losses for all bonds the IO(s) reference(s) within thetransaction; and IO type as defined in the published methodology.The calculator then returns a calculated IO rating based on both atarget and mid-point. For example, a target rating basis for aBaa3 (sf) rating is a 610 rating factor. The midpoint rating basisfor a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). Ifthe calculated IO rating factor is 700, the CMBS IO calculatorwould provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 2 compared to 3 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs thelarge loan/single borrower methodology. This methodology uses theexcel-based Large Loan Model v 8.5 and then reconciles and weightsthe results from the two models in formulating a ratingrecommendation. The large loan model derives credit enhancementlevels based on an aggregation of adjusted loan level proceedsderived from Moody's loan level LTV ratios. Major adjustments todetermining proceeds include leverage, loan structure, propertytype, and sponsorship. These aggregated proceeds are then furtheradjusted for any pooling benefits associated with loan leveldiversity, other concentrations and correlations.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST(R) (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated April 19, 2012.

Deal Performance:

As of the March 15, 2013 distribution date, the transaction'saggregate certificate balance has decreased by 93% to $82.8million from $1.17 billion at securitization. The Certificates arecollateralized by seven mortgage loans ranging in size from lessthan 1% to 52% of the pool. Two loans, representing 32% of thepool, have defeased and are secured by U.S. Government securities.There are no investment grade credit assessments.

Two loans, representing 15% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of itsongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Twenty-nine loans have been liquidated from the pool, resulting inan aggregate realized loss of $38.8 million (26% loss severity onaverage). One loan, the Tallahassee Mall Loan ($42.9 million --52% of the pool), is currently in special servicing. The loan issecured by a 1.0 million square foot (SF) regional mall located inTallahassee, Florida. The center is anchored by Belk. The secondanchor space has been vacant since Dillard's closed its store in2007. The property is subject to a ground lease which expires in2063. The property was listed for sale after the loan entereddefault in 2009. The sale was interrupted after the ground lessorrefused to issue an Estoppel Certificate. A foreclosure sale wascompleted in 2011 and the property is currently real estate owned(REO). The lender has been in litigation with the ground lessorand has reached a settlement agreement, which the Lender is nowseeking to enforce, where the Ground Lessor's Fee Interest andLender's Leasehold Interest will be made available for saletogether. The servicer has recognized an appraisal reduction equalto the outstanding loan balance. Moody's estimates a 100% loss forthis loan.

The conduit component consists of four loans representing 16.1% ofthe pool. Moody's was provided with full year 2011 operatingresults for 100% of the these loans. Moody's weighted average LTVis 94% compared to 100% at Moody's prior review. Moody's net cashflow reflects a weighted average haircut of 7% to the mostrecently available net operating income. Moody's value reflects aweighted average capitalization rate of 9.64%.

Moody's actual and stressed DSCRs are 1.00X and 2.44X,respectively, compared to 0.99X and 2.10X at last review. Moody'sactual DSCR is based on Moody's net cash flow (NCF) and the loan'sactual debt service. Moody's stressed DSCR is based on Moody's NCFand a 9.25% stressed rate applied to the loan balance.

The top three conduit loans represent 16% of the pool. The largestloan is the 34 Maple Avenue Loan ($7.6.0 million -- 9.2% of thepool), which is secured by a 130,000 SF, 2-story Class B officeproperty now known as the "Montville East Corporate Center",located in Parsippany, New Jersey. The loan passed its ARD date ofMarch 11, 2009, with the borrower continuing to pay the originalinterest rate with unpaid interest deferred until loan maturity in2029. According to the servicer, the largest tenant, Dish Network,recently extended its lease for one year until December 31, 2013.Moody's current LTV and stressed DSCR are 99% and 1.09X,respectively, compared to 120% and 0.9X at last review.

The second largest loan is the Park Glen West Business Center Loan($4.5 million -- 5.4% of the pool), which is secured by a 130,000SF flex property located in Saint Louis Park, Minnesota, a westernsuburb of Minneapolis. As of December 2012, the property was 59%leased compared to 87% at last review. The largest tenant, FederalExpress Corporation, previously leased 30% of the net rentablearea but vacated at its lease expiration in November 2012. Moody'scurrent LTV and stressed DSCR are 111% and 1.02X, respectively,compared to 101% and 1.12X at last review.

The third largest loan is the 1674 Broadway Loan ($1.0 million --1.0% of the pool), which is secured by a 50,000 SF office propertylocated in Midtown Manhattan. Moody's current LTV and stressedDSCR are 5% and 20.76X, respectively, compared to 9% and 12.14X atlast review.

CREDIT SUISSE 2002-CP3: Moody's Cuts Rating on A-X Certs to Caa3----------------------------------------------------------------Moody's Investors Service upgraded the ratings of two classes,downgraded one class, and affirmed two classes of Credit SuisseFirst Boston Mortgage Securities, Commercial Mortgage Pass-ThroughCertificates, Series 2002-CP3 as follows:

The downgrade of the IO Class, Class A-X, is to align its ratingwith the expected credit performance of its referenced classes.

Moody's rating action reflects a base expected loss of 68.2% ofthe current pooled balance compared to 7.8% at last review.Moody's based expected loss plus realized losses is now 3.3% ofthe original deal balance compared to 3.4% at last review.Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for rated classes could decline below thecurrent levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

Moody's analysis reflects a forward-looking view of the likelyrange of collateral performance over the medium term. From time totime, Moody's may, if warranted, change these expectations.Performance that falls outside an acceptable range of the keyparameters may indicate that the collateral's credit quality isstronger or weaker than Moody's had anticipated during the currentreview. Even so, deviation from the expected range will notnecessarily result in a rating action. There may be mitigating oroffsetting factors to an improvement or decline in collateralperformance, such as increased subordination levels due toamortization and loan payoffs or a decline in subordination due torealized losses.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery and commercial real estate property markets. Commercialreal estate property values are continuing to move in a modestlypositive direction along with a rise in investment activity andstabilization in core property type performance. Limited newconstruction and moderate job growth have aided this improvement.However, a consistent upward trend will not be evident until thevolume of investment activity steadily increases for a significantperiod, non-performing properties are cleared from the pipeline,and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straightquarters of growth and the multifamily sector continues to showincreases in demand with a growing renter base and declining homeownership. Recovery in the office sector continues at a measuredpace with minimal additions to supply. However, office demand isclosely tied to employment, where growth remains slow andemployers are considering decreases in the leased space peremployee. Also, primary urban markets are outperforming secondarysuburban markets. Performance in the retail sector continues to bemixed with retail rents declining for the past four years, weakdemand for new space and lackluster sales driven by internet salesgrowth. Across all property sectors, the availability of debtcapital continues to improve with robust securitization activityof commercial real estate loans supported by a monetary policy oflow interest rates.

Moody's central global macroeconomic scenario calls for US GDPgrowth for 2013 that is likely to remain close to 2% as thegreater impetus from the US private sector is likely to broadlyoffset the drag on activity from more restrictive fiscal policy.Thereafter, Moody's expects the US economy to expand at a somewhatfaster pace than is likely this year, closer to its long-runaverage pace of growth. Risks to Moody's forecasts remain skewedto the downside despite recent positive developments. Moody'sbelieves that the three most immediate risks are: i) the risk of adeeper than currently expected recession in the euro areaaccompanied by deeper credit contraction, potentially triggered bya further intensification of the sovereign debt crisis; ii)slower-than-expected recovery in major emerging markets followingthe recent slowdown; and iii) an escalation of geopoliticaltensions, resulting in adverse economic developments.

The methodologies used in this rating were "Moody's Approach toRating U.S. CMBS Conduit Transactions" published in September 2000and "Moody's Approach to Rating CMBS Large Loan/Single BorrowerTransactions" published in July 2000. The methodology used inrating Class A-X was "Moody's Approach to Rating StructuredFinance Interest-Only Securities" published in February 2012.

Since 93% of the pool is in special servicing, Moody's alsoutilized a loss and recovery approach in rating this deal. In thisapproach, Moody's determines a probability of default for eachspecially serviced loan and determines a most probable loss givendefault based on a review of broker's opinions of value (ifavailable), other information from the special servicer andavailable market data. The loss given default for each loan alsotakes into consideration servicer advances to date and estimatedfuture advances and closing costs. Translating the probability ofdefault and loss given default into an expected loss estimate,Moody's then applies the aggregate loss from specially servicedloans to the most junior class(es) and the recovery as a pay downof principal to the most senior class(es).

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit assessments ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the credit assessmentlevel, is incorporated for loans with similar credit assessmentsin the same transaction.

CMBS Conduit Model v 2.62 includes an IO calculator, which usesthe following inputs to calculate the proposed IO rating based onthe published methodology: original and current bond ratings andcredit assessments; original and current bond balances grossed upfor losses for all bonds the IO(s) reference(s) within thetransaction; and IO type as defined in the published methodology.The calculator then returns a calculated IO rating based on both atarget and mid-point. For example, a target rating basis for aBaa3 (sf) rating is a 610 rating factor. The midpoint rating basisfor a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). Ifthe calculated IO rating factor is 700, the CMBS IO calculatorwould provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 3, compared to 9 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs thelarge loan/single borrower methodology. This methodology uses theexcel based Large Loan Model v 8.5 and then reconciles and weightsthe results from the two models in formulating a ratingrecommendation. The large loan model derives credit enhancementlevels based on an aggregation of adjusted loan level proceedsderived from Moody's loan level LTV ratios. Major adjustments todetermining proceeds include leverage, loan structure, propertytype, and sponsorship. These aggregated proceeds are then furtheradjusted for any pooling benefits associated with loan leveldiversity, other concentrations and correlations.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST(R) (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated April 11, 2012.

Deal Performance:

As of the March 15, 2013 distribution date, the transaction'saggregate pooled certificate balance has decreased by 96% to $34million from $896 million at securitization. The Certificates arecollateralized by six mortgage loans ranging in size from 1% to38% of the pool. The pool does not currently contain any defeasedloans or loans with credit assessments.

Currently there are no loans on the master servicer's watchlist.Eight loans have been liquidated at a loss from the pool,resulting in an aggregate realized loss of $6 million (14% averageloss severity). Three loans, representing 93% of the pool, arecurrently in special servicing. The largest specially servicedloan is the River Street Square Loan ($13 million -- 37.9% of thepool), which is secured by a 267,000 square foot (SF) power centerlocated in Elyria, Ohio. The mall transferred to special servicingin April 2012 due to monetary default. Wal-Mart was previously thecenter's largest tenant but vacated the approximately 120,000 SFthat it leased at its August 2012 lease expiration. The propertyis 36% leased as of February 2013. The servicer has recognized a$9 million appraisal reduction for this asset.

The second largest specially serviced loan is the 5440 CorporateDrive Office Building ($11 million -33.3%), which is secured by a92,000 SF office property located in Troy, Michigan. The propertytransferred to special servicing in February 2010 due to paymentdefault. The property became real estate owned (REO) in January2012 and the loan was declared non-recoverable shortly thereafter.The property was 22% leased as of December 2012, but the specialservicer noted some recent leasing interest at the property. Theservicer has recognized an $11 million appraisal reduction forthis asset.

The third largest specially serviced loan is the Arrowhead PointeApartments Loan ($7 million -- 21.7%), which is secured by a 272unit apartment property located in Albuquerque, New Mexico. Theproperty was formerly known as Sandia Ridge Apartments. Theproperty was 85% leased as of March 2013. The property transferredto special servicing in March 2012 for a maturity default. Thespecial servicer subsequently granted a Forbearance Agreement toprovide the borrower with time to repay or refinance the loanwhereby the loan was to be repaid in full. The borrower hasindicated that it intends to refinance the loan in April 2013, butthe refinance did not occur by the conclusion of Moody's analysis.The servicer has not recognized an appraisal reduction for thisasset since the most recent appraised value is greater than theoutstanding loan exposure.

The servicer has recognized an aggregate $21 million appraisalreduction for the two largest specially serviced loans, whileMoody's estimates a $23 million expected loss for all threespecially serviced loans (73% average loss severity).

The conduit portion only represents 7% of the deal and consists ofthree loans, each less than $1.2 million. Each conduit loan isamortizing. The conduit loans have amortized 13% sincesecuritization on average. Moody's conduit LTV and stressed DSCRare 70% and 1.41X, respectively, compared to 88% and 1.27X at lastreview. Moody's stressed DSCR is based on Moody's NCF and a 9.25%stressed rate applied to the loan balance.

Based on the most recent remittance statement, Classes L through Ohave experienced cumulative interest shortfalls totaling $4.4million. Moody's anticipates that the pool will continue toexperience interest shortfalls because of the high exposure tospecially serviced loans. Interest shortfalls are caused byspecial servicing fees, including workout and liquidation fees,appraisal subordinate entitlement reductions (ASERs),extraordinary trust expenses, loan modifications that includeeither an interest rate reduction or a non-accruing notecomponent, and non-recoverability determinations by the servicerthat involve either a clawback of previously made advances or adecision to stop making future advances.

CREDIT SUISSE 2007-C1: Rights Deal No Impact on Moody's Ratings---------------------------------------------------------------Moody's Investors Service was informed that the Holder ofCertificates representing more than 50% of the Class PrincipalBalance of the Controlling Class intends to replace LNR Partners,LLC (LNR) as the Special Servicer and to appoint C-III AssetManagement LLC (C-III) as the successor Special Servicer. TheProposed Special Servicer Replacement will become effective uponsatisfaction of the conditions precedent set forth in thegoverning documents.

Moody's has reviewed the Proposed Special Servicer Replacementfrom LNR to C-III. Moody's has determined that this proposedspecial servicing transfer will not, in and of itself, and at thistime, result in a downgrade, withdrawal or qualification of thecurrent ratings to any class of certificates rated by Moody's forCredit Suisse First Boston Mortgage Securities Corp., CommercialMortgage Pass-Through Certificates, Series 2007-C1. Moody'sopinion only addresses the credit impact associated with theproposed transfer of special servicing rights. Moody's is notexpressing any opinion as to whether the this change has, or couldhave, other non-credit related effects that may have a detrimentalimpact on the interests of note holders and/or counterparties.

The last rating action for CSMC 2007-C1 was taken on January 25,2013. In that action, Moody's affirmed the rating of 12 classesand downgraded five classes of Credit Suisse Commercial MortgageTrust Commercial Mortgage Pass-Through Certificates, Series 2007-C1 as follows:

The methodologies used in monitoring this transaction were"Moody's Approach to Rating U.S. CMBS Conduit Transactions"published in September 2000, and "Moody's Approach to RatingStructured Finance Interest-Only Securities" published in February2012.

Moody's will continue to monitor the ratings. Any change in theratings will be publicly disseminated by Moody's throughappropriate media.

CREDIT SUISSE 2007-C3: Rights Deal No Impact on Ratings-------------------------------------------------------Moody's Investors Service was informed that the Holder ofCertificates representing more than 50% of the Class PrincipalBalance of the Controlling Class intends to replace LNR Partners,LLC. (LNR) as the Special Servicer and to appoint C-III AssetManagement LLC (C-III) as the successor Special Servicer. TheProposed Special Servicer Replacement will become effective uponsatisfaction of the conditions precedent set forth in thegoverning documents.

Moody's has reviewed the Proposed Special Servicer Replacementfrom LNR to C-III. Moody's has determined that this proposedspecial servicing transfer will not, in and of itself, and at thistime, result in a downgrade, withdrawal or qualification of thecurrent ratings to any class of certificates rated by Moody's forCredit Suisse First Boston Mortgage Securities Corp., CommercialMortgage Pass-Through Certificates, Series 2007-C3. Moody'sopinion only addresses the credit impact associated with theproposed transfer of special servicing rights. Moody's is notexpressing any opinion as to whether the this change has, or couldhave, other non-credit related effects that may have a detrimentalimpact on the interests of note holders and/or counterparties.

The last rating action for CSMC 2007-C3 was taken on September 6,2012. In that action, Moody's affirmed the ratings of ten classesand downgraded six classes of Credit Suisse Commercial MortgageTrust, Commercial Mortgage Pass-Through Certificates, Series 2007-C3 as follows:

The methodologies used in monitoring this transaction were"Moody's Approach to Rating U.S. CMBS Conduit Transactions"published in September 2000 and "Moody's Approach to RatingStructured Finance Interest-Only Securities" published in February2012.

Moody's will continue to monitor the ratings. Any change in theratings will be publicly disseminated by Moody's throughappropriate media.

CREDIT SUISSE 2007-TFL1: Rights Deal No Impact on Moody's Ratings-----------------------------------------------------------------Moody's Investors Service was informed that the Holder ofCertificates representing more than 50% of the Class PrincipalBalance of the Controlling Class intends to replace Trimont RealEstate Advisors, Inc. as the Special Servicer of the JW MarriottLas Vegas Whole Loan and to appoint Talimco, LLC, acting throughits affiliate Talmage, LLC as the successor Special Servicer. TheProposed Special Servicer Replacement will become effective uponsatisfaction of the conditions precedent set forth in thegoverning documents.

Moody's has reviewed the Proposed Special Servicer Replacement. Atthis time, the proposed transfer will not, in and of itself,result in a downgrade, withdrawal or qualification of the currentratings to any class of certificates rated by Moody's for CreditSuisse First Boston Mortgage Securities Corp., Commercial MortgagePass-Through Certificates, Series 2007-TFL1 (the Certificates) orresult in "on watch for possible downgrade" rating action withrespect to any of the Certificates.

Moody's ratings address only the credit risks associated with theproposed transfer of special servicing rights. Other non-creditrisks have not been addressed, but may have significant effect onyield and/or other payments to investors. This action should notbe taken to imply that there will be no adverse consequence forinvestors since in some cases such consequences will not impactthe rating.

Moody's carries the following not-prime ratings for Credit Suisse2007-TFL1:

The primary methodologies used in monitoring this transaction were"Moody's Approach to Rating CMBS Large Loan/Single BorrowerTransactions" published in July 2000, and "Moody's Approach toRating Structured Finance Interest-Only Securities" published inFebruary 2012.

Moody's will continue to monitor the ratings of the Notes issuedby the Issuer, and any change in the ratings will be publiclydisseminated by Moody's through appropriate media.

Since the last rating action in May 2012, approximately 20.4% ofthe collateral has been downgraded. Currently, 65.5% of theportfolio has a Fitch derived rating below investment grade with20.4% having a rating in the 'CCC' category and below, compared to48.9% and 17.4%, respectively, at the last rating action. Overthis period, the transaction has received $50 million in pay downswhich has resulted in the full repayment of the class A notes and$31.1 million in paydowns to the class B notes.

This transaction was analyzed under the framework described in thereport 'Global Rating Criteria for Structured Finance CDOs' usingthe Portfolio Credit Model (PCM) for projecting future defaultlevels for the underlying portfolio. The default levels were thencompared to the breakeven levels generated by Fitch's cash flowmodel of the CDO under the various default timing and interestrate stress scenarios, as described in the report 'Global Criteriafor Cash Flow Analysis in CDOs'. Fitch also analyzed thestructure's sensitivity to the assets that are distressed,experiencing interest shortfalls, and those with near-termmaturities. The class B notes have been upgraded to reflect thatthey are covered by highly rated collateral, but the upgrade waslimited due to the increased risk for interest shortfall on thenotes as a result of increased concentration and adverseselection.

For the class C notes, Fitch analyzed each class' sensitivity tothe default of the distressed assets ('CCC' and below). Given thehigh probability of default of the underlying assets and theexpected limited recovery prospects upon default, the class Dnotes have been affirmed at 'Csf', indicating that default isinevitable, although a moderate to strong recovery is expected.

In addition to those sensitivities discussed above, furthernegative migration and defaults beyond those projected by SF PCMas well as increasing concentration in assets of a weaker creditquality could lead to downgrades.

Crest G-Star 2001-2 is a static collateralized debt obligation(CDO) that closed on Dec. 18, 2001. The collateral is composed ofnine assets from seven obligors of which 78.2% are commercialmortgage backed securities (CMBS) and 21.8% are real estateinvestment trusts (REIT).

Fitch has upgraded the following classes:

-- $12,392,460 class B-1 notes to 'BBsf' from 'Bsf'; Outlook Stable;

-- $5,467,262 class B-2 notes to 'BBsf' from 'Bsf'; Outlook Stable.

Fitch has affirmed the following class:

-- $24,783,882 class C notes at 'Csf'.

DISCOVER FINANCIAL: Fitch Affirms 'B+' Preferred Stock Rating-------------------------------------------------------------Fitch Ratings has completed a peer review of three rated consumerfinance companies and their related entities. Based on thisreview, Fitch has affirmed the long-term Issuer Default Ratings(IDR) of American Express Company (AXP) at 'A+', DiscoverFinancial Services (Discover) at 'BBB', and SLM Corporation (SLM)at 'BBB-'. The Rating Outlook for all issuers is Stable.

KEY RATING DRIVERS

The rating affirmations reflect the solid market positions of eachissuer in their respective product categories and the continuationof strong consumer credit trends, which has supported solidearnings performance and internal capital generation.

AXP and Discover continue to maintain peer-superior capital ratiosand strong liquidity profiles, with each retaining sufficient cashand liquid securities to cover funding maturities over the next 12months. Loss metrics on their credit card portfolios lead theindustry, as do portfolio expansion and purchase volume growth,which are expected to continue to support solid earningsperformance over the near term. While Fitch believes growth inprovision expense will be a headwind in 2013, Fitch also believesloss metrics will remain well below historical norms, and the lowcost funding environment will serve as a partial offset to highercredit costs.

AXP's superior rating continues to reflect its spend-centricbusiness model, which allowed the company to remain profitable andbuild capital throughout the recent credit crisis. In 2012,interchange revenue accounted for approximately 56% of netrevenue, while other large credit card firms are much more heavilyreliant on net interest spread for income. AXP has an attractivecustomer base, with the highest average spend-per-card in theindustry, which Fitch believes will continue to support billedbusiness growth and earnings.

SLM has demonstrated improved earnings consistency in recentyears, despite the run-off of its federally guaranteed studentloan business, given stronger credit trends on the privateeducation loan side, reduced funding costs, and greateroperational efficiencies. Fitch believes the supply-demandimbalance in the private student loan industry will benefitplayers of scale, of which SLM is the largest, as portfolio growthcan be achieved without loosening underwriting criteria. Whilelegislative risk remains a headline risk, as it pertains to thedischargeability of private loans in bankruptcy, Fitch believesthe impact of a potential change in legislation is becoming lesssignificant, as portfolio co-signer rates rise.

Separately, SLM recently completed the sale of a residual interestin an ABS FFELP transaction, which was relatively modest in size.Fitch does not view the sale as a change in operating strategy,but as an accelerated realization of cash proceeds expected fromthe amortization of the transaction. Cash flows from servicing theassets will remain intact, as servicing has been retained. Shouldresidual sales happen on a larger scale, Fitch would expect aportion of cash proceeds generated from the sale to be used torepay unsecured debt, as a meaningful portion of the unsecureddebt remaining is being used to support the legacy FFELP business.The use of significant cash proceeds for higher dividenddistributions and/or share repurchases would be viewed negativelyfrom a creditor's perspective and could result in a ratingsdowngrade.

Given strong earnings performance across the consumer sector,aggregate dividends and share repurchases were significant in thespace in 2012, amounting to payouts of 98% of earnings for AXP,60% of earnings for Discover, and 107% of core earnings for SLM.Still, Fitch believes risk-adjusted capitalization levels remainedsolid for each. AXP's ability to generate capital internally, inparticular, is superior given its spend centric business model andfocus on fee revenue. Given current capital positions, Fitchexpects AXP and Discover will retain relatively high payout ratesin 2013.

The Stable Rating Outlook for AXP and Discover reflects Fitch'sexpectation that both will continue to generate consistentearnings, exhibit peer-superior asset quality, and maintain solidliquidity and strong risk-adjusted capitalization.

For AXP and Discover, negative rating action could be driven by aninability to maintain competitive positions and earnings prospectsin an increasingly digitized payment landscape. While each isfocused on strategic acquisitions and/or alliances to expandonline and mobile capabilities, competition from technologycompanies and social networks, with access to significant consumerdata, is expected to intensify. Still, a meaningful shift inconsumer payment behavior is expected to take some time todevelop.

Negative rating momentum for each could also be driven by adecline in earnings performance, resulting from a decrease inmarket share, declines in merchant acceptance, significant creditdeterioration or an inability to contain costs, a weakeningliquidity profile, significant reductions in capitalization, andlegislative and/or regulatory changes that alter the earningsprospects of the credit card business.

Fitch believes positive rating momentum is relatively limited forAXP given its already strong rating and its concentration inpayments and consumer products. For Discover, however, positiverating momentum could develop from increased revenue diversity,proven competitive positioning and credit performance in non-cardloan categories over time, and enhanced funding flexibility. Todate, positive momentum has been constrained by the continuedintroduction of new product categories, where underwritingcapabilities are largely untested. Further seasoning of these newproduct portfolios will allow Fitch to assess whether underlyingperformance alters the risk profile of the firm.

RATING SENSITIVIES - SLM

For SLM, negative rating momentum could result from free cash flowgeneration below Fitch's expectations, which impairs the company'sability to meet its debt service obligations. As discussed, shouldFFELP residual sales happen on a larger scale, Fitch would expectan appropriate portion of cash proceeds to be used to repayunsecured debt. The use of significant cash proceeds for highershareholder distributions, which Fitch believes impairs thecompany's ability to meet unsecured debt maturities, could resultin a ratings downgrade.

Negative rating action could also result from deterioration inasset quality metrics to crisis levels, legislative change whichremoves the private sector from the servicing and collection ofgovernment guaranteed student loans, and/or an inability toarrange economically attractive term funding for private educationloans over time. While Fitch believes the impact of the privatestudent loan dischargeability issue is declining, the ability fora borrower to discharge their private student loan without ademonstrated payment history, would not be viewed favorably.

Furthermore, an inability for SLM to regain its market share inthe servicing of government loans through the ED contract, couldpressure the ratings. While not a meaningful portion of revenue orincome at present, third-party servicing income is expected togrow in importance as the owned portfolio runs off. Given thecompany's scalable servicing platform and default performance,Fitch expects SLM to achieve and maintain a meaningful share ofthe contract.

This review was conducted under the framework described in thereport 'Global Rating Criteria for Structured Finance CDOs' usingthe Structured Finance Portfolio Credit Model (SF PCM) forprojecting future default levels for the underlying portfolio.These default levels were then compared to the breakeven levelsgenerated by Fitch's cash flow model of the CDO under variousdefault timing and interest rate stress scenarios, as described inthe report 'Global Criteria for Cash Flow Analysis in CDOs'. Fitchalso considered additional qualitative factors into its analysis,as described below, to conclude the rating upgrade and affirmationfor these notes.

KEY RATING DRIVERS

The upgrades of the class A-1L and A-2 notes are due to theamortization of the notes increasing credit enhancement; whichmore than offset the marginal deterioration of the underlyingportfolio. The class A-1L and A-2 notes have amortizedapproximately $16.7 million, or 88% of its previous outstandingbalance through the use of principal proceeds and excess spread.Breakeven levels for these notes indicate higher ratings; however,in view of the potential adverse selection in the remainingportfolio, the rating was capped at 'Asf'. The notes StableOutlook is in line with the sufficient cushion in the breakevenresults of the cash flow model for the 'Asf' rating category.

Since Fitch's last rating action in May 2012, the credit qualityof the collateral has marginally deteriorated with approximately7.9% of the portfolio downgraded a weighted average of 6.7notches. Approximately 82% of the current portfolio has a Fitchderived rating below investment grade and 68.4% is rated in the'CCC' rating category or lower, compared to 74.8% and 63.7%respectively, at last review.

FIRST ALLIANCE 1998-3: Moody's Corrects Ratings on Cl. A-3 Certs----------------------------------------------------------------Moody's Investors Service has corrected the rating for Class A-3certificates issued in First Alliance's 1998-3 subprime mortgagedeal to Caa2 (sf) on review for downgrade from B3 (sf) on reviewfor downgrade, as well as corrected the rating history. Due to aninternal administrative error, these notes were omitted from theNovember 21, 2012 and March 25, 2013 rating actions taken on USstructured finance securities wrapped by MBIA InsuranceCorporation.

The tranche is backed by an insurance policy from MBIA whoseinsurance financial strength rating is Caa2 on review fordowngrade. On November 21, 2012, First Alliance's 1998-3 Class A-3certificates should have been downgraded to Caa2 (sf) from B3 (sf)on review for downgrade following Moody's announcement on November19, 2012 that it had downgraded the insurance financial strength(IFS) ratings of MBIA Insurance Corporation (MBIA Corp.) to Caa2from B3. On March 25, 2013, the Caa2 (sf) rating of these notesshould have been placed on review for downgrade following Moody'sannouncement on March 21, 2013 that it had placed on review fordowngrade the Caa2 IFS ratings of MBIA Corp.

Moody's ratings on structured finance securities that areguaranteed or "wrapped" by a financial guarantor are generallymaintained at a level equal to the higher of the following: a) therating of the guarantor; or b) the published or unpublishedunderlying rating. The principal methodology used in determiningthe underlying rating is the same methodology for ratingsecurities that do not have a financial guaranty.

FIRST HORIZON: Moody's Takes Action on $58.6MM Prime Jumbo RMBS---------------------------------------------------------------Moody's Investors Service downgraded five tranches and upgradedone tranche from two transactions issued by First Horizon. Thecollateral backing these deals primarily consists of first-lien,fixed-rate prime Jumbo residential mortgages. The actions impactapproximately $58.6 million of RMBS issued from 2005 and 2006.

The actions are a result of the recent performance of Prime jumbopools originated on or after 2005 and reflect Moody's updated lossexpectations on these pools. The downgrades are a result ofdeteriorating performance and structural features resulting inhigher expected losses for certain bonds than previouslyanticipated. The upgrade on Class I-A-5 from First Horizon 2005-4transaction is due to faster than expected paydown of the bond.

The methodologies used in these ratings were "Moody's Approach toRating US Residential Mortgage-Backed Securities" published inDecember 2008, and "2005-2008 US RMBS Surveillance Methodology"published in July 2011.

Moody's adjusts the methodologies for 1) Moody's current view onloan modifications and 2) small pool volatility.

Loan Modifications

As a result of an extension of the Home Affordable ModificationProgram (HAMP) to 2013 and an increased use of privatemodifications, Moody's is extending its previous view that loanmodifications will only occur through the end of 2012. It is nowassuming that the loan modifications will continue at currentlevels until 2014.

Small Pool Volatility

For pools with loans less than 100, Moody's adjusts itsprojections of loss to account for the higher loss volatility ofsuch pools. For small pools, a few loans becoming delinquent wouldgreatly increase the pools' delinquency rate.

To project losses on prime jumbo pools with fewer than 100 loans,Moody's first calculates an annualized delinquency rate based onvintage, number of loans remaining in the pool and the level ofcurrent delinquencies in the pool. For prime jumbo pools, Moody'sfirst applies a baseline delinquency rate of 3.5% for 2005, 6.5%for 2006 and 7.5% for 2007. Once the loan count in a pool fallsbelow 76, this rate of delinquency is increased by 1% for everyloan fewer than 76. For example, for a 2005 pool with 75 loans,the adjusted rate of new delinquency is 3.54%. Further, to accountfor the actual rate of delinquencies in a small pool, Moody'smultiplies the rate by a factor ranging from 0.20 to 2.0 forcurrent delinquencies that range from less than 2.5% to greaterthan 50% respectively. Moody's then uses this final adjusted rateof new delinquency to project delinquencies and losses for theremaining life of the pool under the approach described in themethodology publication.

When assigning the final ratings to bonds, in addition to theapproach, Moody's considered the volatility of the projectedlosses and timeline of the expected defaults.

The primary source of assumption uncertainty is the uncertainty inMoody's central macroeconomic forecast and performance volatilitydue to servicer-related issues. The unemployment rate fell from9.0% in September 2011 to 7.6% in March 2013. Moody's forecasts afurther drop to 7.5% by 2014. Moody's expects house prices to dropanother 1% from their 4Q2011 levels before gradually risingtowards the end of 2013. Performance of RMBS continues to remainhighly dependent on servicer procedures. Any change resulting fromservicing transfers or other policy or regulatory change canimpact the performance of these transactions.

-- The availability of approximately 37%, 32%, 26%, and 21%% credit support (including excess spread) for the class A, B, C, and D notes respectively, based on stressed cash flow scenarios. These credit support levels provide coverage of more than 2.55x, 2.30x, 1.75x, and 1.50x S&P's 12.80%-13.30% expected cumulative net loss range for the class A, B, C, and D notes, respectively.

-- The timely interest and principal payments made under stress cash flow modeling scenarios that are appropriate to the assigned ratings.

-- The expectation that under a moderate ('BBB') stress scenario, all else being equal, the ratings on the class A, B, and C notes will remain within two rating categories of the assigned ratings during the first year. This is within the two-category rating tolerance for S&P's 'A' and 'BBB' rated securities, as outlined in its credit stability criteria.

-- The credit enhancement in the form of subordination, overcollateralization, a reserve account, and excess spread.

-- The characteristics of the collateral pool being ecuritized.

-- The transaction's payment and legal structures.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities.

The Standard & Poor's 17g-7 Disclosure Report included in thiscredit rating report is available at:

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the senior notes and anincrease in the transaction's overcollateralization ratios sincethe last rating action in June 2012. Moody's notes that the ClassA-3L, A-4L and B-1L Notes have been paid down in full since thelast rating action. Based on the latest trustee report dated April3, 2013, the Class B-2L overcollateralization ratio is reported at116.4% versus the May 2012 level of 103.6%. Moody's notes that thetrustee reported Class B-2L overcollateralization ratio does notinclude the April 10, 2013 payment distribution when $9.0 millionof principal proceeds were used to pay down the Class B-1L andClass B-2L Notes.

Moody's also notes that the Class B-2L Notes, which are currentlythe senior most outstanding notes, have a high coupon of Libor+8%and a deferred interest balance of $590,052. The required interestpayments on the notes exceed the interest proceeds expected to bereceived from the collateral, as a result the transaction may needto rely on principal proceeds to pay interest on the notes. Thisrating action considers the possibility that the Class B-2L Notesmay defer interest in the future. An interest deferral couldtrigger an event of default, which could present uncertaintiesarising from the potential for acceleration of the notes orliquidation of the collateral depending on the timing and choiceof these remedies following an event of default.

Further, Moody's notes that the rated notes are collateralized bya portfolio that is highly concentrated. Only 14 obligors remainand exposures to the top two industries account for over 60% ofthe portfolio.

In addition, the underlying portfolio is exposed to securitiesthat mature after the maturity date of the notes. Based on theApril 2013 trustee report, securities that mature after thematurity date of the notes currently make up approximately 7.7% ofthe underlying portfolio. These investments potentially expose thenotes to market risk in the event of liquidation at the time ofthe notes' maturity.

Due to the impact of revised and updated key assumptionsreferenced in "Moody's Approach to Rating Collateralized LoanObligations" published in June 2011, key model inputs used byMoody's in its analysis, such as par, weighted average ratingfactor, diversity score, and weighted average recovery rate, maybe different from the trustee's reported numbers. In its basecase, Moody's analyzed the underlying collateral pool to have aperforming par and principal proceeds balance of $9.5 million,defaulted par of $2.9 million, a weighted average defaultprobability of 7.22% (implying a WARF of 2498), a weighted averagerecovery rate upon default of 47.15%, and a diversity score of 8.The default and recovery properties of the collateral pool areincorporated in cash flow model analysis where they are subject tostresses as a function of the target rating of each CLO liabilitybeing reviewed. The default probability is derived from the creditquality of the collateral pool and Moody's expectation of theremaining life of the collateral pool. The average recovery rateto be realized on future defaults is based primarily on theseniority of the assets in the collateral pool. In each case,historical and market performance trends and collateral managerlatitude for trading the collateral are also factors.

Forest Creek CLO Ltd, issued in May 2003, is a collateralized loanobligation backed primarily by a portfolio of senior securedloans.

The principal methodology used in this rating was "Moody'sApproach to Rating Collateralized Loan Obligations" published inJune 2011.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Approach to Rating Collateralized Loan Obligations"rating methodology published in June 2011.

For securities whose default probabilities are assessed throughcredit estimates ("CEs"), Moody's applied additional defaultprobability adjustments. For each CE where the related exposureconstitutes more than 3% of the collateral pool, Moody's applied a2-notch equivalent assumed downgrade (but only on the CEsrepresenting in aggregate the largest 30% of the pool) asdescribed in Moody's Ratings Implementation Guidance "UpdatedApproach to the Usage of Credit Estimates in Rated Transactions",October 2009. Moody's applied this adjustment to 8% of thecollateral pool.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (1998)

Class B-2L: +1

Moody's Adjusted WARF + 20% (2998)

Class B-2L: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed defaultedrecoveries assuming the lower of the market price and the recoveryrate in order to account for potential volatility in marketprices.

3) Long-dated assets: The presence of assets that mature beyondthe CLO's legal maturity date exposes the deal to liquidation riskon those assets. Moody's assumes an asset's terminal value uponliquidation at maturity to be equal to the lower of an assumedliquidation value (depending on the extent to which the asset'smaturity lags that of the liabilities) and the asset's currentmarket value.

4) Exposure to credit estimates: The deal is exposed to securitieswhose default probabilities are assessed through credit estimates.In the event that Moody's is not provided the necessaryinformation to update the credit estimates in a timely fashion,the transaction may be impacted by any default probabilityadjustments Moody's may assume in lieu of updated creditestimates.

5) Lack of portfolio granularity: The performance of the portfoliodepends to a large extent on the credit conditions of a few largeobligors that are rated non-investment grade, especially when theyexperience jump to default.

The downgrades reflect an increase in Fitch-modeled losses acrossthe pool due to a combination of higher modeled losses on thespecially serviced assets resulting from updated valuations, aswell as higher modeled losses on several of the top 15 loans withcontinued underperformance.

Fitch modeled losses of 10.6% of the remaining pool; modeledlosses on the original pool balance total 11.1%, including lossesalready incurred. The Negative Rating Outlook on class A-Jreflects the uncertainty and timing surrounding the workout ofmany of the specially serviced assets and the possibility forfurther performance deterioration on loans in the top 15. Fitchhas designated 29 loans (25.6%) as Fitch Loans of Concern, whichincludes 12 specially serviced assets (11.8%).

RATING SENSITIVITIES

The ratings on the super senior and mezzanine 'AAA' rated classesare expected to remain stable as these classes are expected tocontinue to receive paydowns. The 'B' rated class may be subjectto further rating action should realized losses be greater thanFitch's expectations. The distressed classes are subject tofurther rating actions as losses are realized.

As of the March 2013 distribution date, the pool's aggregateprincipal balance has been reduced by 18.9% to $1.304 billion from$1.609 billion at issuance; of which $264.3 million (16.4%) wasdue to paydowns and $39.9 million (2.5%) was due to realizedlosses. Three loans (1.2% of pool) have defeased since issuance.Interest shortfalls totaling $7.9 million are currently affectingclasses B through P.

The largest contributor to modeled losses is a specially servicedloan (4.1% of pool) secured by a 19-story, 446,048 square foot(sf) office building located in the central business district ofNewark, NJ. The loan was transferred to special servicing inNovember 2011 due to delinquent payments. The special servicer iscurrently pursuing foreclosure with the foreclosure sale scheduledfor mid-April 2013.

As of the December 2012 rent roll, the property was 32.9% leased,down significantly from 94.6% at issuance. Between 2010 and 2012,multiple tenants, including many of the initial major tenants,vacated the property. Occupancy is expected to drop further toapproximately 25% as three in-places tenants, currently occupying7.5% of the property square footage, have provided noticeindicating they will not renew their leases and will vacate atlease expiration.

Lease rollover continues to remain a major concern at theproperty. The second and third largest tenants, combined for 13.3%of the property square footage, have upcoming lease expirations inOctober 2013 and August 2014. In addition, the largest tenant atthe property, The State of New Jersey Department of Treasury,which occupies 8.7% of the property square footage, has a leaseexpiration in September 2017; however, the servicer has indicatedthere is some likelihood the tenant will leave prior to itsscheduled lease expiration date given attempts by the State of NewJersey to consolidate state government tenants within the Newarkmarket into one office building.

The next largest contributor to modeled losses is a speciallyserviced loan comprising 1.8% of the pool. The loan was originallysecured by a portfolio of two retail properties consisting ofseven buildings. The Stonecrest Shopping Center property islocated in Lithonia, GA and consists of five buildings and theDestination Home and Georgia Backyard property is located inBuford, GA and consists of two buildings. The loan was transferredto special servicing in January 2010 due to imminent default. Theasset became real-estate owned in February 2011.

During the fourth quarter of 2011, the two buildings of theDestination Home and Georgia Backyard property were sold at anauction sale. During the fourth quarter of 2012, four of the fivebuildings of the Stonecrest Shopping Center property were alsosold at an auction sale. The one remaining building of theStonecrest Shopping Center property is expected to be included inan upcoming auction sale in April 2013.

The third largest contributor to modeled losses is a speciallyserviced loan (0.9%) secured by a 34,523 sf self-storage propertylocated in Honolulu, HI. The loan was transferred to specialservicing in May 2011 due to imminent default. As of September2012, the property was 66% occupied, representing a significantdecline from 92.6% at issuance. The lender is currently dual-tracking workout negotiations and foreclosure at this time.

Fitch's rating actions reflect the significant negative creditmigration of the underlying commercial mortgage backed security(CMBS) bonds which comprise nearly 80% of the total poolcollateral. Since the last rating action in May 2012,approximately 64.4% of the underlying CMBS collateral has beendowngraded. This has caused the average Fitch derived rating forthe collateral to decline to 'B-/CCC+' from 'B/B-'. Further, as ofthe March 2013 trustee report, 68.8% of the CMBS collateral has aFitch derived rating in the 'CCC' category and below, compared to37.8% at the last rating action. Over this period, the class A-1notes have received approximately $14.1 million in paydowns fromboth principal amortization and interest diversion due to thefailure of the coverage tests.

The CDO continues to fail its overcollateralization testsresulting in the capitalization of interest for classes C throughJ. The transaction entered into an Event of Default (EOD) on March12, 2012 due to the class A/B Par Value Ratio falling below 89%;to date, the majority controlling class has been waiving the EOD.In several recent payment periods, interest proceeds have beeninsufficient to pay interest on the senior classes. As a result, aportion of the interest due on the timely classes has been paidusing principal proceeds. Fitch remains concerned about the CDO'sability to continue to make timely interest payments to the timelyclasses given the diminished amount of interest proceeds andsignificant swap counterparty payments which are senior to theseclasses within the waterfall.

Under Fitch's methodology, approximately 72.5% of the portfolio ismodeled to default in the base case stress scenario, defined asthe 'B' stress. Fitch estimates that average recoveries will be17.6% reflecting low recovery expectations upon default of theCMBS tranches and non-senior real estate loans.

The largest component of Fitch's base case loss is the expectedlosses on the CMBS bond collateral. The second largest contributorto loss is a defaulted mezzanine loan (5.6%) on a multifamilyproperty located in New York, NY. The property, which is securedby ownership interests in an 11,227 apartment complex, has beenthe subject of significant litigation brought by the tenancy. Thespecial servicer for the related A-note gained control of theproperty by acquiring the mezzanine debt of the borrower. Thespecial servicer reports that as of third-quarter 2012, theproperty was 99% leased. Fitch expects the workout will continuefor at least the next 18 months as finding a new buyer will likelybe difficult until all outstanding litigation is settled. Theproperty is also still undergoing some repairs to the basements ofthe buildings from Hurricane Sandy damage. The special servicerreports that all related expenses should be recovered throughample insurance proceeds. Fitch anticipates a loss on the A-noteand thus has modeled a term default for the mezzanine loan in thebase case and no recoveries.

The third largest component of Fitch's base case loss expectationis a whole loan (5.7%) secured by a full service hotel located inAnaheim, CA. The property has experienced steep cash flow declinessince issuance as a result of declining group and leisure travel.However, the overall performance of the loan has continued toimprove. Fitch modeled a maturity default in the base case.

This transaction was analyzed according to the 'SurveillanceCriteria for U.S. CREL CDOs and CMBS Large Loan Floating-RateTransactions', which applies stresses to property cash flows anddebt service coverage ratio (DSCR) tests to project future defaultlevels for the underlying CREL collateral in the portfolio anduses the Portfolio Credit Model (SF PCM) for the CMBS collateral.Recoveries for the CREL collateral are based on stressed cashflows and Fitch's long-term capitalization rates. The transactionwas not cash flow modeled based on the limited available interestreceived from the assets relative to the interest rate swappayments due; unpredictable timing and availability of principalproceeds; and given the distressed nature of the ratings. Allratings are based on a deterministic analysis that considersFitch's base case loss expectation for the pool and the currentpercentage of defaulted assets and Fitch Loans of Concernfactoring in anticipated recoveries relative to each class' creditenhancement as well as consideration for the likelihood of the CDOto continue its ability to make timely payments on the seniorclasses. Ultimate recoveries to the senior class, however, shouldbe significant.

RATING SENSITIVITIES

All classes are subject to further downgrades should thecollateral suffer from additional negative migration and defaultsbeyond those projected by SF PCM as well as from increasingconcentration in assets of a weaker credit quality that could leadto further interest shortfalls.

There is one remaining loan in the pool, Southfield Town Center, a2.2 million square foot office complex in Southfield, Michigan.Tenancy is diverse with no tenant comprising more than 5% of thespace. The three largest tenants are Fifth Third Bank, Microsoftand Alix Partners LLP. Rollover averages about 10% per year overthe next three years.

Occupancy at the property, which declined over the last threeyears, has stabilized to approximately 70%. The steady drop inoccupancy is largely related to the challenges the Detroitcommercial real estate market has faced through the recession,with little recovery. The market continues to be one of theslowest to recover from trough performance. The Southfieldsubmarket of Detroit reported a vacancy of 30.1% as of year-end2012. The property, though down in performance when compared toissuance, is performing in-line with the market.

The loan transferred to special servicing after being unable torefinance at its July 2012 maturity. The special servicer'sworkout strategy indicates foreclosure is likely at this point.The loan, however, remains current on payments and continues todemonstrate positive cash flow. Additionally, the loan may bedelevered with remaining reserve proceeds, which may helprefinancing prospects.

Rating SensitivitiesThe rated classes are highly dependent upon the performance of theremaining loan. Fitch modeled the loan to a full recovery based ona stressed value. In addition, a recent valuation of the assetfrom the special servicer is in excess of the debt.

The expected ratings are based on information provided by theissuer as of April 3, 2013. The 2013-1C class is pari passu withthe 2011-1C and 2011-2C classes, and the 2013-1F class is paripassu with the 2011-2F class.

The transaction is an issuance of notes backed by mortgagesrepresenting approximately 93% of the annualized run rate (ARR)net cash flow (NCF) and guaranteed by the direct parent of theborrower. Those guarantees are secured by a pledge and first-priority-perfected security interest in 100% of the equityinterest of the borrower (which owns or leases 2,903 wirelesscommunication sites) and of its direct parent, respectively. Boththe direct and indirect parents of the borrowers are specialpurpose entities.

Key Rating Drivers

High Leverage: Fitch's NCF on the pool is $111.7 million, implyinga Fitch stressed debt service coverage ratio (DSCR) of 1.26x. Thedebt multiple relative to Fitch's NCF is 8.59x, which equates to adebt yield of 11.6%.

Leases to Strong Tower Tenants: There are 6,721 wireless tenantleases. Telephony tenants represent 91% of the leases on thecellular sites, and 56% of the annualized run rate revenue (ARRR)is from investment-grade tenants. AT&T (rated 'A'; OutlookNegative by Fitch) is the largest tenant, representingapproximately 27% of ARRR. The tenant leases have average annualescalators of approximately 3.5% and an average final remainingterm (including renewals) of 18 years.

Substantially All Active Towers Securitized: GTP has a highlyleveraged corporate structure with substantially all activerevenue-generating towers currently securitized in two differenttrusts. GTP has outstanding debt of $250 million in the GlobalTower 2010 transaction which is secured by 1,352 wireless sitesand includes its own SPEs. The Global Tower 2011-1 and 2011-2transactions have outstanding debt of $715 million and are securedby the same 2,903 wireless sites that secure the 2013-1 issuance.The 2011-1, 2011-2, and 2013-1 securitizations have no cross-default provisions with the 2010-1 transaction or any othercorporate debt.

Rating Sensitivities

Fitch performed several stress scenarios in which Fitch's NCF wasstressed. Fitch determined that a 61.6% reduction in Fitch's NCFwould cause the notes to break even at 1.0x DSCR on an interest-only basis.

Fitch evaluated the sensitivity of the ratings for classes 2013-1C, and a 10% decline in NCF would result in a one categorydowngrade, while a 19% decline would result in a downgrade tobelow investment-grade. The Rating Sensitivity section in thepresale report includes a detailed explanation of additionalstresses and sensitivities.

The affirmation to the class G notes reflects sufficient creditenhancement to offset Fitch modeled losses across the pool. Fitchmodeled losses of 9.3% of the remaining pool; expected losses onthe original pool balance total 7.8%, including losses alreadyincurred. Fitch has designated five loans (29.1%) as Fitch Loansof Concern, which includes one specially serviced asset (4.3%).

As of the March 2013 distribution date, the pool's aggregateprincipal balance has been reduced by 97.3% to $19.7 million from$731.5 million at issuance. One loan (1.2%) is currently defeased.Interest shortfalls are currently affecting classes H and J.

Fitch stressed the cash flow of the remaining loans by applying a5% reduction to 2012 or 2011 fiscal year-end net operating income,and applying an adjusted market cap rate between 9% and 11% todetermine value. All the loans also underwent a refinance test byapplying an 8% interest rate and 30-year amortization schedule tothe stressed cash flow. All but one of the loans was modeled topay off at maturity, and could refinance to a debt-servicecoverage ratio (DSCR) above 1.25x. While the credit profile of theclass G notes has improved, an upgrade is not recommended giventhe increasing concentration and long-dated maturities of theunderlying collateral.

The largest contributor to loss (13.6% of pool balance) is a 120-unit healthcare property located in Lantana, FL. The loan iscurrent as of March 2013 and has a servicer reported year end 2010DSCR of 0.34x. According to the servicer, the subject is wellmaintained and in good condition. However, the property continuesto struggle due to high operating expenses. Fitch modeled the loanto default during the term.

The affirmations are due to increased credit enhancement fromsignificant paydowns and stable performance of the pool. Thedowngrade reflects the increase in loss expectations, particularlyfrom the specially serviced loans.

Fitch modeled losses of 17.1% of the remaining pool; expectedlosses on the original pool balance total 2.1%, including lossesalready incurred. The pool has experienced $6.6 million (0.7% ofthe original pool balance) in realized losses to date. Fitch hasdesignated seven loans (50%) as Fitch Loans of Concern, whichincludes four specially serviced assets (37.1%).

As of the April 2013 distribution date, the pool's aggregateprincipal balance has been reduced by 91.7% to $77.5 million from$929.8 million at issuance. Two loans (2.4%) are currentlydefeased. Interest shortfalls are currently affecting class NR.

The largest contributor to Fitch's modeled losses is a 199,366square foot (sf) unanchored retail property located in Dearborn,MI. The loan transferred to the special servicer due to delinquentpayments. The largest tenants at the property include DentalCenter, Murray's Auto, and the Secretary of State. The propertywas 55% occupied as of year-end (YE) 2012.

The second largest contributor to expected losses is a 260,644 sfanchored retail property (14.9%) located in Racine, WI. The loantransferred to the special servicer due to a modification request,as the property has experienced cash flow issues. Anchor tenantsat the property include Home Depot, Kmart, and OfficeMax. The loanremains current as of the April payment date.

The third largest contributor to expected losses is a 93,677 sfanchored retail property located in Naugatuck, CT. The loan failedto make its balloon payment in January 2013. The property is 98.5%occupied as of YE 2012; however, the largest tenant at theproperty (56.1%) is currently dark.

RATING SENSITIVITIES

The ratings on the class F through L notes are expected to bestable as the credit enhancement remains high. Classes M and N maybe subject to further downgrades as losses are realized.

The expected ratings are based on information provided by theissuer as of April 17, 2013.

The certificates represent the beneficial ownership in the trust,the primary assets of which are four loans secured by 82commercial properties having an aggregate pooled principal balanceof $505,000,000 as of the cutoff date. The loans were originatedby JPMorgan Chase Bank, National Association.

The Master Servicer and Special Servicer will be KeyCorp RealEstate Capital Markets, Inc. rated 'CMS1' and 'CSS2+',respectively, by Fitch.

Fitch reviewed the transaction's collateral, including cash flowanalysis, third party reports, loan documents, an asset summaryreview and site inspections.

The transaction has a Fitch stressed debt service coverage ratio(DSCR) of 1.44x, a Fitch stressed loan-to value (LTV) of 69.9%,and a Fitch debt yield of 8.6%. Fitch's net cash flow represents avariance of approximately 6.5% to the issuer cash flow.

KEY RATING DRIVERS

Low Trust-Level Leverage: The weighted average pooled Fitchstressed LTV and DSCR are 69.90% and 1.44x, respectively.

Concentrated by Loan and Property Type: The pool is secured byonly four loans, two of which are hotels (64.2%). The remainingtwo loans are a portfolio secured by office properties and retailbank branches and an office property. The largest loan in the poolis the Eagle Hospitality Portfolio (52.5%).

All Loans Have Additional Debt In Place: 100% of the loans haveadditional debt in the form of mezzanine debt and/or a B-note(BBD1). The Fitch LTV and DSCR on the fully leveraged debt stackare 111.4% and 0.93x, respectively. The positions are fullysubordinated and subject to standard intercreditor agreements.

Rating Sensitivities

Fitch performed two model-based break-even analyses to determinethe level of cash flow and value deterioration the pool couldwithstand prior to $1 of loss being experienced by the 'BBB-sf'and 'AAAsf' rated classes. Fitch found that the JPMCC 2013-FL3pool could withstand a 59.0% decline in value (based on appraisedvalues at issuance) and an approximately 40.6% decrease to themost recent actual cash flow prior to experiencing a $1 of loss tothe 'BBB-sf' rated class. Additionally, Fitch found that the poolcould withstand a 71.8% decline in value and an approximately57.9% decrease in the most recent actual cash flow prior toexperiencing $1 of loss to any 'AAAsf' rated class.

JP MORGAN: Moody's Takes Action on $729MM of Prime Jumbo RMBS-------------------------------------------------------------Moody's Investors Service has downgraded 61 tranches and upgraded21 tranches from six transactions issued by JP Morgan. Thecollateral backing these deals primarily consists of first-lien,adjustable-rate prime Jumbo residential mortgages. The actionsimpact approximately $729 million of RMBS issued from 2006 and2007.

The actions are a result of the recent performance of Prime jumbopools originated on or after 2005 and reflect Moody's updated lossexpectations on these pools. The majority of the actions reflectchange in principal payments and loss allocation subsequent tosubordination depletion.

The methodologies used in these ratings were "Moody's Approach toRating US Residential Mortgage-Backed Securities" published inDecember 2008, and "2005-2008 US RMBS Surveillance Methodology"published in July 2011. The methodology used in rating Interest-Only Securities was "Moody's Approach to Rating Structured FinanceInterest-Only Securities" published in February 2012.

Moody's adjusts the methodologies for 1) Moody's current view onloan modifications and 2) small pool volatility.

Loan Modifications

As a result of an extension of the Home Affordable ModificationProgram (HAMP) to 2013 and an increased use of privatemodifications, Moody's is extending its previous view that loanmodifications will only occur through the end of 2012. It is nowassuming that the loan modifications will continue at currentlevels until 2014.

Small Pool Volatility

For pools with loans less than 100, Moody's adjusts itsprojections of loss to account for the higher loss volatility ofsuch pools. For small pools, a few loans becoming delinquent wouldgreatly increase the pools' delinquency rate.

To project losses on prime jumbo pools with fewer than 100 loans,Moody's first calculates an annualized delinquency rate based onvintage, number of loans remaining in the pool and the level ofcurrent delinquencies in the pool. For prime jumbo pools, Moody'sfirst applies a baseline delinquency rate of 3.5% for 2005, 6.5%for 2006 and 7.5% for 2007. Once the loan count in a pool fallsbelow 76, this rate of delinquency is increased by 1% for everyloan fewer than 76. For example, for a 2005 pool with 75 loans,the adjusted rate of new delinquency is 3.54%. Further, to accountfor the actual rate of delinquencies in a small pool, Moody'smultiplies the rate by a factor ranging from 0.20 to 2.0 forcurrent delinquencies that range from less than 2.5% to greaterthan 50% respectively. Moody's then uses this final adjusted rateof new delinquency to project delinquencies and losses for theremaining life of the pool under the approach described in themethodology publication.

When assigning the final ratings to bonds, in addition to theapproach, Moody's considered the volatility of the projectedlosses and timeline of the expected defaults.

The primary source of assumption uncertainty is the uncertainty inMoody's central macroeconomic forecast and performance volatilitydue to servicer-related issues. The unemployment rate fell from9.0% in September 2011 to 7.6% in March 2013. Moody's forecasts afurther drop to 7.5% by 2014. Moody's expects house prices to dropanother 1% from their 4Q2011 levels before gradually risingtowards the end of 2013. Performance of RMBS continues to remainhighly dependent on servicer procedures. Any change resulting fromservicing transfers or other policy or regulatory change canimpact the performance of these transactions.

JP MORGAN-CIBC 2006-RR1: Moody's Affirms C Rating on A-2 Secs.--------------------------------------------------------------Moody's affirmed the ratings of two classes of Certificates issuedby JP Morgan-CIBC Commercial Mortgage Backed Securities Trust2006-RR1. The affirmations are due to the key transactionparameters performing within levels commensurate with the existingratings levels. The rating action is the result of Moody's on-going surveillance of commercial real estate collateralized debtobligation (CRE CDO and Re-REMIC) transactions.

JP Morgan-CIBC Commercial Mortgage Backed Securities Trust 2006-RR1 is a static cash transaction backed by a portfolio ofcommercial mortgage backed securities (CMBS) (100% of the poolbalance). As of the March 20, 2013 Trustee report, the aggregateCertificate balance of the transaction, including preferredshares, was $389.4 million, compared to $523.9 million atissuance. Paydown was directed to the Class A1 Certificates, as aresult of regular amortization and prepayment on the underlyingcollateral. Additionally, losses are attributable to all classesof Certificates excluding the Class A1 Certificates, with partiallosses decreasing the balance of the Class A2 certificates by$13.9 million.

WARF is a primary measure of the credit quality of a CRE CDO pool.Moody's has completed updated assessments for the non-Moody'srated collateral. Moody's modeled a bottom-dollar WARF of 7,415compared to 6,821 at last review. The current distribution ofMoody's rated collateral and assessments for non-Moody's ratedcollateral is as follows: Aaa-Aa3 (2.6% the same as at lastreview), A1-A3 (4% compared to 7.5% at last review), Baa1-Baa3(6.4% compared to 10.7% at last review), Ba1-Ba3 (5.5% compared to1.1% at last review), B1-B3 (1.8% compared to 5.8% at lastreview), and Caa1-C (79.8% compared to 72.4% at last review).

Moody's modeled a WAL of 3.6 years compared to 4.1 years at lastreview. The modeled WAL was based on the assumption of extensionson the underlying collateral.

Moody's modeled a fixed WARR of 4.4% compared to 5.6% at lastreview.

Moody's modeled a MAC of 0.0%, the same as at last review.

Moody's review incorporated CDOROM v2.8, one of Moody's CDO ratingmodels, which was released on March 25, 2013.

The cash flow model, CDOEdge v3.2.1.2, was used to analyze thecash flow waterfall and its effect on the capital structure of thedeal.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may haverating implications on certain classes of rated notes. However, inmany instances, a change in key parameter assumptions in certainstress scenarios may be offset by a change in one or more of theother key parameters. In general, rated certificates areparticularly sensitive to rating changes within the collateralpool. Holding all other key parameters static, changing thecurrent ratings and credit assessments of the collateral pool byone notch downward, would result in a modeled rating movement onthe rated tranches of 0 to 1 notches downward.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery and commercial real estate property markets. Commercialreal estate property values are continuing to move in a modestlypositive direction along with a rise in investment activity andstabilization in core property type performance. Limited newconstruction and moderate job growth have aided this improvement.However, a consistent upward trend will not be evident until thevolume of investment activity steadily increases for a significantperiod, non-performing properties are cleared from the pipeline,and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straightquarters of growth and the multifamily sector continues to showincreases in demand with a growing renter base and declining homeownership. Recovery in the office sector continues at a measuredpace with minimal additions to supply. However, office demand isclosely tied to employment, where growth remains slow andemployers are considering decreases in the leased space peremployee. Also, primary urban markets are outperforming secondarysuburban markets. Performance in the retail sector continues to bemixed with retail rents declining for the past four years, weakdemand for new space and lackluster sales driven by internet salesgrowth. Across all property sectors, the availability of debtcapital continues to improve with robust securitization activityof commercial real estate loans supported by a monetary policy oflow interest rates.

Moody's central global macroeconomic scenario calls for US GDPgrowth for 2013 that is likely to remain close to 2% as thegreater impetus from the US private sector is likely to broadlyoffset the drag on activity from more restrictive fiscal policy.Thereafter, Moody's expects the US economy to expand at a somewhatfaster pace than is likely this year, closer to its long-runaverage pace of growth. Risks to Moody's forecasts remain skewedto the downside despite recent positive developments. Moody'sbelieves that the three most immediate risks are: i) the risk of adeeper than currently expected recession in the euro areaaccompanied by deeper credit contraction, potentially triggered bya further intensification of the sovereign debt crisis; ii)slower-than-expected recovery in major emerging markets followingthe recent slowdown; and iii) an escalation of geopoliticaltensions, resulting in adverse economic developments.

The methodologies used in this rating were "Moody's Approach toRating SF CDOs" published in May 2012, and "Moody's Approach toRating Commercial Real Estate CDOs" published in July 2011.

Fitch modeled losses of 3.7% of the remaining pool; expectedlosses on the original pool balance total 6%, including lossesalready incurred. The pool has experienced $77.3 million (3.3% ofthe original pool balance) in realized losses to date. Fitch hasdesignated 29 loans (14.8%) as Fitch Loans of Concern, whichincludes nine specially serviced assets (6.2%).

Rating Sensitivities

The ratings of investment grade classes are expected to remainstable. Classes D and E may be subject to negative rating actionsshould realized losses be greater than Fitch's expectations. Thedistressed classes (those rated below 'B') are expected to besubject to further downgrades as losses are realized.

As of the March 2013 distribution date, the pool's aggregateprincipal balance has been reduced by 28.4% to $1.67 billion from$2.34 billion at issuance. No loans have defeased since issuance.Interest shortfalls are currently affecting classes J through T.

The largest contributor to Fitch-modeled losses is attributed tothe Sarasota Main Plaza (2.13% of the pool balance). The loan issecured by a 253,504 square foot (sf) mixed use (office/retail)building located in the downtown sector of Sarasota, FL. Theoriginal $36 million loan on this property had transferred to thespecial servicer in December 2008 for imminent default. The loanwas modified in February 2013 while in special servicing. Terms ofthe modification included an extension of the interest onlypayment period, and bifurcation of the loan into a senior ($21.2million) and junior ($14.5 million) component. Although losses arenot expected imminently, any recovery to the B-note is contingentupon full recovery to the A-note proceeds at the loan's maturityin September 2015. Unless collateral performance improves,recovery to the B-note component is unlikely.

The next largest contributor to expected losses is secured by159,629sf of a 299,831sf retail center located in Provo, UT(0.9%). The property transferred to special servicing in January2012 due to legal action brought by the Securities and ExchangeCommission (SEC) against the borrowing entities. As a result, theproperty was under an SEC receivership by virtue of a court orderwhich effectively prevented the lender from the ability to controlrental income or to foreclose on the subject property. The loanhas been in payment default since February 2012. In November 2012the special servicer had filed a motion in Federal Court tointervene on the property. The SEC Receiver had subsequently fileda motion to abandon the property, which was granted by FederalCourt in January 2013. As a result the lender was permitted tomove forward with property foreclosure. A special servicerappointed receiver is in place, and foreclosure was filed inFebruary 2013.

The third largest contributor to expected losses is secured by an119,000sf retail center in Chesterfield, MO (1%). The propertyexperienced cash flow issues in 2009 when a major tenant (28% ofthe net rentable area) had filed for bankruptcy and vacated theproperty. The vacated space has since been re-leased to a newtenant, however at a significantly lower rent. As of September2012 the property is 100% occupied, but the net operating incomedebt service coverage ratio (DSCR) reports low at 0.91x. Theservicer has implemented a lockbox account as a result of the lowDSCR. The loan remains current as of the March 2013 remittancedate.

Classes L, M, N, P, Q, and S have been reduced to zero due torealized losses. The class A-1 certificate has paid in full. Fitchdoes not rate the class T certificate. Fitch previously withdrewthe ratings on the interest-only class X-CP and X-CL certificates.

The CM rake classes represent the $10 million B-note for theCherryvale Mall. The $71.9 million A-note is included in thepooled portion of the trust. Fitch does not rate the SP-1 throughSP-7 rake classes, which are specific to the Station Place I $63million B-note. A $12.7 million A-note for Station Place I isincluded in the pooled portion of the trust.

LNR CDO 2003-1: Moody's Affirms Ratings on Six Note Classes-----------------------------------------------------------Moody's upgraded the rating of one class and affirmed the ratingof six classes of Notes issued by LNR CDO 2003-1, Ltd. The upgradeis due to greater than expected amortization of the Notes. Theaffirmations are due to key transaction parameters performingwithin levels commensurate with the existing ratings levels. Therating action is the result of Moody's on-going surveillance ofcommercial real estate collateralized debt obligation (CRE CDO andRe-remic) transactions.

LNR CDO 2003-1, Ltd. is a static cash transaction backed by aportfolio of commercial mortgage backed securities (CMBS); 100% ofthe collateral balance. As of the March 25, 2013 Trustee report,the aggregate Note balance of the transaction is $638.6 millioncompared to $762.7 million at issuance, with class A Notes fullyand class B notes partially amortized. The aforementionedamortizations of Class A and B Notes are a result of primarilythree factors: 1) amortization from the underlying collateral as aresult of collateral sales; 2) the re-classification of interestreceived on defaulted securities as principal; and 3) the failureof certain par value and interest coverage tests.

Thirty-seven assets with a par balance of $156.8 million (39.8% ofthe pool balance) were listed as defaulted securities as of theMarch 25, 2013 Trustee Report. Moody's expects significant lossesto occur on these assets once they are realized.

WARF is a primary measure of the credit quality of a CRE CDO pool.Moody's has completed updated assessments for the non-Moody'srated collateral. Moody's modeled a bottom-dollar WARF of 6,018compared to 5,913 at last review. The current distribution ofMoody's rated collateral and assessments for non-Moody's ratedcollateral is as follows: Aaa-Aa3 (0.0% compared to 1.6% at lastreview), A1-A3 (2.3% compared to 0.0% at last review), Baa1-Baa3(7.9% compared to 7.1% at last review), Ba1-Ba3 (10.1% compared to17.4% at last review), B1-B3 (16.5% compared to 19.1% at lastreview), and Caa1-C (63.2% compared to 54.8% at last review).

Moody's modeled a WAL of 1.8 years compared to 2.1 years at lastreview. The current WAL is based on assumptions about extensionson the underlying collateral.

Moody's modeled a fixed WARR of 3.8% compared to 4.5% at lastreview.

Moody's modeled a MAC of 100.0%, same as last review.

Moody's review incorporated CDOROM v2.8, one of Moody's CDO ratingmodels, which was released on March 25, 2013.

The cash flow model, CDOEdge v3.2.1.2, was used to analyze thecash flow waterfall and its effect on the capital structure of thedeal.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may haverating implications on certain classes of rated notes. However, inmany instances, a change in key parameter assumptions in certainstress scenarios may be offset by a change in one or more of theother key parameters. In general, the rated Notes are particularlysensitive to changes in recovery rate assumptions. Holding allother key parameters static, changing the recovery rate assumptionup from 3.5% to 13.5% would result in average rating movement onthe rated tranches of 0 to 5 notches upward.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery and commercial real estate property markets. Commercialreal estate property values are continuing to move in a modestlypositive direction along with a rise in investment activity andstabilization in core property type performance. Limited newconstruction and moderate job growth have aided this improvement.However, a consistent upward trend will not be evident until thevolume of investment activity steadily increases for a significantperiod, non-performing properties are cleared from the pipeline,and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straightquarters of growth and the multifamily sector continues to showincreases in demand with a growing renter base and declining homeownership. Recovery in the office sector continues at a measuredpace with minimal additions to supply. However, office demand isclosely tied to employment, where growth remains slow andemployers are considering decreases in the leased space peremployee. Also, primary urban markets are outperforming secondarysuburban markets. Performance in the retail sector continues to bemixed with retail rents declining for the past four years, weakdemand for new space and lackluster sales driven by internet salesgrowth. Across all property sectors, the availability of debtcapital continues to improve with robust securitization activityof commercial real estate loans supported by a monetary policy oflow interest rates.

Moody's central global macroeconomic scenario calls for US GDPgrowth for 2013 that is likely to remain close to 2% as thegreater impetus from the US private sector is likely to broadlyoffset the drag on activity from more restrictive fiscal policy.Thereafter, Moody's expects the US economy to expand at a somewhatfaster pace than is likely this year, closer to its long-runaverage pace of growth. Risks to Moody's forecasts remain skewedto the downside despite recent positive developments. Moody'sbelieves that the three most immediate risks are: i) the risk of adeeper than currently expected recession in the euro areaaccompanied by deeper credit contraction, potentially triggered bya further intensification of the sovereign debt crisis; ii)slower-than-expected recovery in major emerging markets followingthe recent slowdown; and iii) an escalation of geopoliticaltensions, resulting in adverse economic developments.

The methodologies used in this rating were "Moody's Approach toRating SF CDOs" published in May 2012 and "Moody's Approach toRating Commercial Real Estate CDOs" published in July 2011.

S&P lowered its rating to 'D (sf)' on the class G certificate dueto principal losses from the liquidation of seven assets with anaggregate trust principal balance of $173.3 million that were withthe special servicer, C-III Asset Management LLC. According tothe April 12, 2013, remittance report, the trust experienced$81.3 million in principal losses upon the recent disposition ofthese assets. The class H, J, K and L certificates, which S&Ppreviously had lowered to 'D (sf)', experienced a 100% loss oftheir respective beginning principal balances. The class Gcertificate experienced a loss of 79.2% of its beginning principalbalance.

In addition, S&P withdrew its 'AAA (sf)' rating on the class A-SBcertificate following the full repayment of the class' principalbalance as detailed in the April 12, 2013, trustee remittancereport.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

S&P's upgrades follow its analysis of the transaction primarilyusing its criteria for rating U.S. and Canadian CMBS. S&P'sanalysis included a review of the credit characteristics of all ofthe remaining assets in the pool, the transaction structure, andthe liquidity available to the trust. In addition, the upgradesreflect S&P's view of increased liquidity support available to thecertificate classes following the liquidation of the largestspecially serviced asset in the pool.

The upgrades reflect Standard & Poor's expected available creditenhancement for the classes, which S&P believes is greater thanits most recent estimate of necessary credit enhancement for therating levels. The upgrades also reflect S&P's views regardingthe current and future performance of the transaction'scollateral.

While available credit enhancement levels may suggest even furtherpositive rating movement on the classes, S&P's analysis alsoconsidered the potential for increased interest shortfalls fromtwo of the specially serviced assets ($3.5 million, 6.1%) and fromany of the five loans ($8.9 million, 15.6%) on the masterservicer's watchlist. According to the March 15, 2013, trusteeremittance report, the trust experienced monthly interestshortfalls totaling $58,170. The interest shortfalls wereprimarily due to appraisal subordinate entitlement reductionamounts totaling $53,276, of which $44,439 was attributable to theMetro Center real estate-owned (REO) asset (more details below).The master servicer's reported weighted average debt servicecoverage (DSC) for the five loans on its watchlist was 0.86x foryear-end 2011. In addition, S&P considered the near-term maturityrisk, with 20.1% ($11.5 million) of the remaining pool balancematuring by year-end 2013.

As of the March 15, 2013, trustee remittance report, thecollateral pool consisted of two REO assets and 18 loans with anaggregate principal balance of $57.0 million, down from 161 (166loans at origination) with an aggregate balance of $1.16 billionat issuance. The special servicer, CWCapital Asset Management LLC(CWCapital), informed S&P that subsequent to the March 2013trustee remittance report, the Metro Center REO asset($19.0 million, 33.3%), the largest specially serviced asset andthe largest asset in the pool, liquidated at $22.75 million onMarch 25, 2013. The Metro Center asset consists of a 291,722-sq.-ft. office building in Hartford, Conn. and has a total reportedexposure of $22.7 million. In addition, five loans ($8.9 million,15.6%) are on the master servicer's watchlist, and two loans($1.3 million, 2.3%) are defeased. Based on the most recent datafrom the master servicer (Wells Fargo Bank N.A.), using Standard &Poor's adjusted net cash flow and cap rates, S&P calculated aweighted average DSC of 1.80x and a weighted average loan-to-value(LTV) ratio of 40.7% for the remaining loans that are not inspecial servicing and are not defeased.

As of the March 15, 2013, trustee remittance report, three assets($22.5 million, 39.4%) in the pool were in special servicing,including the aforementioned Metro Center REO asset.

The remaining specially serviced assets include:

-- The DMX Stratex REO asset ($2.7 million, 4.7%), a 26,976- sq.-ft. office building in Milpitas, Calif., which became REO on July 18, 2011. The reported total exposure was $3.6 million. According to the special servicer, CWCapital, the property was 47.0% occupied as of Feb. 1, 2013. An appraisal reduction amount of $0.7 million is in effect against this asset. S&P expects a moderate loss upon the eventual disposition of this asset.

-- The Rice Lake Office Max loan ($0.8 million, 1.4%) is secured by a 23,500-sq.-ft. retail property fully leased to Office Max Inc. and is located in Rice Lake, Wis. The loan has a reported nonperforming matured balloon loan payment status and a total exposure of $0.9 million. The loan was transferred to CWCapital in February 2011 for maturity default. The loan matured on Jan. 1, 2011. CWCapital stated that it is dual tracking a note sale and foreclosure. S&P expects a minimal loss upon the eventual disposition of this loan.

As it relates to the above asset resolutions, S&P considered aminimal loss to be less than 25%, a moderate loss to be between26% and 59%, and a significant loss to be 60% or greater.

Based solely on S&P's valuation of the two remaining speciallyserviced assets, it expects the trust to incur lossesapproximating 0.1% of the original trust balance upon the eventualresolution or liquidation of these assets. To date, the trust hasincurred losses totaling $27.4 million, or 2.4% of the originaltrust balance.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17-g7 Disclosure Reportsincluded in this credit rating report are available at:

The upgrades of Classes C, D and E are due to an increase insubordination from loan amortization and payoffs. The deal haspaid down 84% since Moody's last review.

The affirmations of Classes B and F are due to key parameters,including Moody's loan to value (LTV) ratio, Moody's stressed DSCRand the Herfindahl Index (Herf), remaining within acceptableranges. Based on Moody's current base expected loss, the creditenhancement levels for the affirmed classes are sufficient tomaintain their current ratings.

The downgrade of the interest-only (IO) class, Class X-1, is toalign the rating with the expected credit performance of itsreferenced classes.

Class X-Y, another IO class, refers to the residential cooperativeloans (co-op loans) in the pool. The rating of Class X-Y isaffirmed because the rating is commensurate with the expectedcredit performance of the one remaining co-op loan that itreferences.

Moody's rating action reflects a base expected loss of 7.8% of thecurrent pooled balance compared to 8.1% since last review. Moody'sbase expected plus realized losses is now 5.1% of the originalpooled balance compared to 5.9% at last review. Depending on thetiming of loan payoffs and the severity and timing of losses fromspecially serviced loans, the credit enhancement level for theclasses could decline below the current levels. If futureperformance materially declines, the expected level of creditenhancement and the priority in the cash flow waterfall may beinsufficient for the current ratings of these classes.

Moody's analysis reflects a forward-looking view of the likelyrange of collateral performance over the medium term. From time totime, Moody's may, if warranted, change these expectations.Performance that falls outside an acceptable range of the keyparameters may indicate that the collateral's credit quality isstronger or weaker than Moody's had anticipated during the currentreview. Even so, deviation from the expected range will notnecessarily result in a rating action. There may be mitigating oroffsetting factors to an improvement or decline in collateralperformance, such as increased subordination levels due toamortization and loan payoffs or a decline in subordination due torealized losses.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery and commercial real estate property markets. Commercialreal estate property values are continuing to move in a modestlypositive direction along with a rise in investment activity andstabilization in core property type performance. Limited newconstruction and moderate job growth have aided this improvement.However, a consistent upward trend will not be evident until thevolume of investment activity steadily increases for a significantperiod, non-performing properties are cleared from the pipeline,and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straightquarters of growth and the multifamily sector continues to showincreases in demand with a growing renter base and declining homeownership. Recovery in the office sector continues at a measuredpace with minimal additions to supply. However, office demand isclosely tied to employment, where growth remains slow andemployers are considering decreases in the leased space peremployee. Also, primary urban markets are outperforming secondarysuburban markets. Performance in the retail sector continues to bemixed with retail rents declining for the past four years, weakdemand for new space and lackluster sales driven by internet salesgrowth. Across all property sectors, the availability of debtcapital continues to improve with robust securitization activityof commercial real estate loans supported by a monetary policy oflow interest rates.

Moody's central global macroeconomic scenario calls for US GDPgrowth for 2013 that is likely to remain close to 2% as thegreater impetus from the US private sector is likely to broadlyoffset the drag on activity from more restrictive fiscal policy.Thereafter, Moody's expects the US economy to expand at a somewhatfaster pace than is likely this year, closer to its long-runaverage pace of growth. Risks to Moody's forecasts remain skewedto the downside despite recent positive developments. Moody'sbelieves that the three most immediate risks are: i) the risk of adeeper than currently expected recession in the euro areaaccompanied by deeper credit contraction, potentially triggered bya further intensification of the sovereign debt crisis; ii)slower-than-expected recovery in major emerging markets followingthe recent slowdown; and iii) an escalation of geopoliticaltensions, resulting in adverse economic developments.

The methodologies used in this rating were "Moody's Approach toRating Fusion U.S. CMBS Transactions" published in April 2005. Themethodology used in rating Classes X-1 and X-Y was "Moody'sApproach to Rating Structured Finance Interest-Only Securities"published in February 2012.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit assessments ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the credit assessmentlevel, is incorporated for loans with similar credit assessmentsin the same transaction.

CMBS Conduit Model v 2.62 includes an IO calculator, which usesthe following inputs to calculate the proposed IO rating based onthe published methodology: original and current bond ratings andcredit assessments; original and current bond balances grossed upfor losses for all bonds the IO(s) reference(s) within thetransaction; and IO type as defined in the published methodology.The calculator then returns a calculated IO rating based on both atarget and mid-point. For example, a target rating basis for aBaa3 (sf) rating is a 610 rating factor. The midpoint rating basisfor a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). Ifthe calculated IO rating factor is 700, the CMBS IO calculatorwould provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 23 compared to 21 at Moody's prior review.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST(R) (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated April 11, 2012.

Deal Performance:

As of the March 15, 2013 distribution date, the transaction'saggregate pooled certificate balance has decreased by 92% to $70million from $910 million at securitization. The Certificates arecollateralized by 66 mortgage loans ranging in size from less than1% to 12% of the pool, with the top ten loans representing 54% ofthe pool. The pool does not currently contain any defeased loans.The pool's one remaining co-op loan, which represents 1.4% of thepool, has a Aaa credit assessment.

Twenty-six loans, representing 25% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of itsongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Seven loans have been liquidated at a loss from the pool,resulting in an aggregate realized loss of $41 million (57%average loss severity). Two loans, representing 15% of the pool,are currently in special servicing. The largest specially servicedloan is the Magnolia Ridge Apartments Loan ($8 million -12.0% ofthe pool), which is secured by a 228 unit apartment complex isMetairie, Louisiana. The loan transferred to special servicing inNovember 2012 due to maturity default. The borrower has notremitted any payments since October 2012. The property is 96%leased as of June 2012 with average rents of approximately $680per unit. The borrower has been unable to find a refinance that issufficient to repay the loan in full.

The servicer has recognized an aggregate $2.4 million appraisalreduction for the two specially serviced loans. Moody's hasestimated a $3.5 million loss (34% average loss severity) for thetwo specially serviced loans.

Moody's has assumed a high default probability for six poorlyperforming loans representing 10% of the pool and has estimated a$1 million aggregate loss (15% expected loss based on a 50%probability default) from these troubled loans.

Moody's was provided with full year 2011 and partial or full year2012 operating results for 97% and 61% of the pool's loans,respectively. Moody's weighted average conduit LTV is 44% comparedto 72% at Moody's prior review. Eighty-two percent of the conduitloans are fully amortizing. The average conduit loan has amortized48% since securitization. The conduit portion of the pool excludesspecially serviced and troubled loans as well as the co-op loanwith a credit assessment. Moody's net cash flow reflects aweighted average haircut of 11% to the most recently available netoperating income. Moody's value reflects a weighted averagecapitalization rate of 9.9%.

Moody's actual and stressed conduit DSCRs are 1.43X and 3.14X,respectively, compared to 1.47X and 1.75X at last review. Moody'sactual DSCR is based on Moody's net cash flow (NCF) and the loan'sactual debt service. Moody's stressed DSCR is based on Moody's NCFand a 9.25% stressed rate applied to the loan balance. Moody'sstressed DSCR is greater than Moody's actual DSCR for thistransaction because the actual debt constant for the pool isgreater than Moody's 9.25% stressed rate.

The top three performing conduit loans represent 25% of the poolbalance. The largest loan is the 16700 Aston Street and 1771 &1791 Deere Avenue Loan ($9 million -- 12.2%), which is secured bya 212,000 square foot (SF) industrial complex located in Irvine,California. The collateral is fully leased to the NewportCorporation via a triple net lease that expires in February 2022.The lease has two five-year extension options. Annual leasepayments are approximately $1.5 million or $7.20 per square foot.The loan matures in September 2013 and the debt yield is in excessof 16%. Moody's LTV and stressed DSCR are 63% and 1.62X,respectively, compared to 55% and 1.88X at last review.

The second largest loan is the Marketplace at Washington SquareLoan ($5 million -- 6.9%), which is secured by a 94,000 SFgrocery-anchored retail center located in North Canton, Ohio.Giant Eagle, anchors the collateral and leases 77% of the netrentable area through February 2020. The property was 98% leasedas of December 2012. The fully amortizing loan matures in July2021 and has amortized 39% since securitization. Moody's LTV andstressed DSCR are 61% and 1.77X, respectively, compared to 66% and1.57X at last review.

The third largest loan is the Monroeville Giant Eagle Loan ($4million -- 6.0%), which is secured by an 89,000 SF Giant Eaglegrocery store located in Monroeville, Pennsylvania. Giant Eagleleases the entire space through a triple net lease that expires inFebruary 2019. The loan is conterminous with Giant Eagle's initiallease term, but the lease has two five-year extension options.This loan is fully amortizing and has amortized 50% sincesecuritization. Moody's LTV and stressed DSCR are 39% and 2.62X,respectively, compared to 45% and 2.31X at last review.

The affirmations are due to sufficient credit enhancement to theremaining Fitch rated classes and minimal Fitch expected lossesacross the pool. Fitch modeled losses of 2.2% of the remainingpool; expected losses on the original pool balance total 0.1%. Thepool has experienced $4.6 million (0.6% of the original poolbalance) in realized losses to date. Fitch has designated threeloans (9.6% of the pool) as Fitch Loans of Concern; however, thereare currently no specially serviced loans.

As of the April 2013 distribution date, the pool's aggregateprincipal balance has been reduced by 94% to $46.4 million from$778.6 million at issuance. Per the servicer reporting, nodefeased loans remain in the pool. Interest shortfalls arecurrently affecting class O.

The largest loan of concern (6.4% of the pool) is an 80,000 sf100% occupied single-tenant industrial property located in SanDiego, CA. The loan has a stable NOI DSCR of 1.84x and strongFitch LTV of 47.5% based on data as of YE 2011, however, thesubject has a near-term lease expiration in June 2014.

Rating Sensitivity

The ratings of investment grade classes E, F, G, H, J and K areexpected to remain stable. Class M may be subject to ratingactions should realized losses be greater or less than Fitch'sexpectations. Fitch remains cautious related to the highconcentration of retail assets (81% of the pool).

S&P's rating actions reflect its analysis of the transactionprimarily using its criteria for rating U.S. and Canadian CMBS.S&P's analysis included a review of the credit characteristics andperformance of all of the remaining loans in the pool, thetransaction structure, and the liquidity available to the trust.

The affirmations of the principal and interest certificatesreflect S&P's expectation that the available credit enhancementfor these classes will be within S&P's estimated requirements forthe current outstanding ratings. The affirmed ratings alsoreflect S&P's review of the credit characteristics and performanceof the remaining loans as well as the transaction-level changes.

While available credit enhancement may suggest positive ratingsmovement on the certificate classes, S&P affirmed its ratingsbecause its analysis also took into consideration its view onavailable liquidity support and risks associated with potentialinterest shortfalls in the future. Specifically, S&P consideredthe potential for the two specially serviced loans ($9.8 million,2.4%) and 31 performing, nondefeased loans with 2013 or 2014maturities ($287.7 million, 68.9%) to generate additional interestshortfalls and decrease the liquidity support available to thetrust.

S&P affirmed its 'AAA (sf)' rating on the class X-1 interest-only(IO) certificate based on its criteria for rating IO securities.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.If applicable, the Standard & Poor's 17-g7 Disclosure Reportsincluded in this credit rating report are available at:

Fitch modeled losses of 3.2% of the remaining pool; expectedlosses on the original pool balance total 4.9%, including lossesalready incurred. The pool has paid down 31.7% as of March 2013.Additionally, the credit enhancement of the senior and mezzanineclasses benefit from defeasance of approximately 13.3%. The poolhas experienced $42.8 million (2.8% of the original pool balance)in realized losses to date. Fitch has designated 27 loans (20.9%)as Fitch Loans of Concern, which includes five specially servicedassets (3.3%).

Rating Sensitivities

The ratings on the senior and mezzanine classes are expected toremain stable, as the classes benefit from defeasance and thestrong performance and sponsorship of the largest loans remainingin the transaction. The Negative Rating Outlooks reflect theuncertainty regarding the disposition of specially servicedassets, asset concentration and adverse selection of the remainingpool.

As of the March 2013 distribution date, the pool's aggregateprincipal balance has been reduced by 34.5% to $997.4 million from$1.52 billion at issuance. Interest shortfalls are currentlyaffecting classes J through Q.

The largest contributors to modeled losses are the speciallyserviced loans. The largest specially-serviced asset (1% of thepool) is an office building located in Phoenix, AZ. The assettransferred to special servicing in November 2012 for imminentmonetary default. The largest tenant was expected to vacate theproperty. The borrower is negotiating with the special servicer ona modification.

Fitch downgrades the following classes as indicated:

-- $21 million class J to 'Csf' from 'CCsf'; RE 10%.

Fitch affirms the following classes but revises the Rating Outlookas indicated:

The rating withdrawal reflects the retirement of the class balancefollowing the termination of the interest-rate swap agreementapplicable to the previously outstanding $160.04 million class A-JFL certificates.

"We previously rated the class A-JFL certificates 'CCC- (sf)'.Interest-rate swap agreements support the floating-rate interestpayments due on class A-JFL. The terms of these certificatespermit the interest payments to be converted to the interest rateon the underlying class A-JFL real estate investment conduit(REMIC) regular interest if the applicable interest rate swapagreement is terminated or if continuing payment default exists onthe related swap. The trust elected to terminate the class A-JFLswap agreement with respect to the entire previously outstanding$160.04 million class A-JFL balance. In connection with this swaptermination, the $160.04 million portion has been re-designated tothe class A-JFX certificates, which now have an aggregateprincipal balance of $192.389 million," S&P said.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.If applicable, the Standard & Poor's 17-g7 Disclosure Reportsincluded in this credit rating report are available at:

"We lowered our rating to 'D (sf)' on the class E certificate dueto principal losses from the liquidation of two assets with anaggregate trust principal balance of $35.5 million that were withthe special servicer, C-III Asset Management LLC. According tothe April 12, 2013, remittance report, the trust experienced$30.6 million in principal losses upon the recent disposition ofthese assets. The class F bond, which we previously had loweredto 'D (sf)', experienced a loss of 100% of its beginning principalbalance. The class E certificate experienced a loss of 76.0% ofits beginning principal balance," S&P said.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

(1) All or a portion of Cl. A-3FL Certificates can be exchanged for Class A-3FX

(2) Reflects Exchangeable Certificates

(3) Reflects Interest Only Classes

Ratings Rationale:

The Certificates are collateralized by 60 fixed rate loans securedby 77 properties. The ratings are based on the collateral and thestructure of the transaction.

Moody's CMBS ratings methodology combines both commercial realestate and structured finance analysis. Based on commercial realestate analysis, Moody's determines the credit quality of eachmortgage loan and calculates an expected loss on a loan specificbasis. Under structured finance, the credit enhancement for eachcertificate typically depends on the expected frequency, severity,and timing of future losses. Moody's also considers a range ofqualitative issues as well as the transaction's structural andlegal aspects.

The credit risk of loans is determined primarily by two factors:1) Moody's assessment of the probability of default, which islargely driven by each loan's DSCR, and 2) Moody's assessment ofthe severity of loss upon a default, which is largely driven byeach loan's LTV ratio.

The Moody's Actual DSCR of 1.60X is greater than the 2007conduit/fusion transaction average of 1.31X. The Moody's StressedDSCR of 1.01X is greater than the 2007 conduit/fusion transactionaverage of 0.92X.

Moody's Trust LTV ratio of 106.1% is lower than the 2007conduit/fusion transaction average of 110.6%. The LTV ratioexcludes the Milford Plaza Fee Loan (12.9% of balance). MilfordPlaza Fee Loan is assigned a credit assessment of Baa3 despitehaving a Moody's LTV ratio of 127.0% that reflects only the valueof the land collateral. To arrive at a Baa3 assessment, Moody'sconsidered the value of the non-collateral improvements that theleased fee interest underlies when assessing the risk of the loan,as the subject loan is senior to any debt on the improvements. Theloan is further enhanced by an ARD structure, which is a built-inrefinancing mechanism that allows for the loan to hyper-amortize(without defaulting) if financing is not available at loanmaturity. Loans that are credit assessed Baa3 typically have aMoody's LTV ratio near 67%. If the loan's leverage wasn'tdisassociated with the loan's credit quality, the total pool LTVratio would be closer to 101%. Moody's excludes the loan from poolstatistics given the dislocation created between poolleverage/coverage and pool credit quality if included.

Moody's also considers both loan level diversity and propertylevel diversity when selecting a ratings approach. With respect toloan level diversity, the pool's loan level (includes crosscollateralized and cross defaulted loans) Herfindahl Index is 19.The transaction's loan level diversity is similar to Herfindahlscores found in most multi-borrower transactions issued since2009. With respect to property level diversity, the pool'sproperty level Herfindahl Index is 20. The transaction's propertydiversity profile is similar to the indices calculated in mostmulti-borrower transactions issued since 2009.

Moody's also grades properties on a scale of 1 to 5 (best toworst) and considers those grades when assessing the likelihood ofdebt payment. The factors considered include property age, qualityof construction, location, market, and tenancy. The pool'sweighted average property quality grade is 2.14, which is lowerthan the indices calculated in most multi-borrower transactionssince 2009.

This deal has a super-senior Aaa class with 30% creditenhancement. Although the additional enhancement offered to thesenior most certificate holders provides additional protectionagainst pool loss, the super-senior structure is credit negativefor the certificate that supports the super-senior class. If thesupport certificate were to take a loss, the loss would have thepotential to be quite large on a percentage basis. Thin tranchesneed more subordination to reduce the probability of default inrecognition that their loss-given default is higher. Thisadjustment helps keep expected loss in balance and consistentacross deals. The transaction was structured with additionalsubordination at class A-M to mitigate the potential increasedseverity to class A-S.

In terms of waterfall structure, the transaction contains a uniquegroup of exchangeable certificates. Classes A-S ((P) Aaa (sf)), B((P) Aa3 (sf)) and C ((P) A3 (sf)) may be exchanged for Class PST( (P) A2 (sf)) certificates and Class PST may be exchanged for theClasses A-S, B and C. The PST certificates will be entitled toreceive the sum of interest distributable on the Classes A-S, Band C certificates that are exchanged for such PST certificates.The initial certificate balance of the Class PST certificates isequal to the aggregate of the initial certificate balances of theClass A-S, B and C and represent the maximum certificate balanceof the PST certificates that may be issued in an exchange.

Moody's considers the probability of certificate default as wellas the estimated severity of loss when assigning a rating. As athick vertical tranche, Class PST has the default characteristicsof the lowest rated component certificate ((P) A3 (sf)), but avery high estimated recovery rate if a default occurs given thecertificate's thickness. The higher estimated recovery rateresulted in a (P) A2 (sf) rating, a rating higher than the lowestprovisionally rated component certificate.

The principal methodologies used in these ratings were "Moody'sApproach to Rating U.S. CMBS Fusion Transactions" published inApril 2005 and "Moody's Approach to Rating Structured FinanceInterest-Only Securities" published in February 2012.

Moody's analysis employs the excel-based CMBS Conduit Model v2.62which derives credit enhancement levels based on an aggregation ofadjusted loan level proceeds derived from Moody's loan level DSCRand LTV ratios. Major adjustments to determining proceeds includeloan structure, property type, sponsorship and diversity. Moody'sanalysis also uses the CMBS IO calculator version 1.0 whichreferences the following inputs to calculate the proposed IOrating based on the published methodology: original and currentbond ratings and credit estimates; original and current bondbalances grossed up for losses for all bonds the IO(s)reference(s) within the transaction; and IO type corresponding toan IO type as defined in the published methodology.

The V Score for this transaction is assessed as Low/Medium, thesame as the V score assigned to the U.S. Conduit and CMBS sector.This reflects typical volatility with respect to the criticalassumptions used in the rating process as well as an averagedisclosure of securitization collateral and ongoing performance.

Moody's V Scores provide a relative assessment of the quality ofavailable credit information and the potential variability aroundthe various inputs to a rating determination. The V Score rankstransactions by the potential for significant rating changes owingto uncertainty around the assumptions due to data quality,historical performance, the level of disclosure, transactioncomplexity, the modeling, and the transaction governance thatunderlie the ratings. V Scores apply to the entire transaction(rather than individual tranches).

Moody's Parameter Sensitivities: If Moody's value of thecollateral used in determining the initial rating were decreasedby 5%, 15%, and 23%, the model-indicated rating for the currentlyrated junior (P) Aaa (sf) class would be (P) Aa1 (sf) , (P) Aa2(sf), (P) Aa3 (sf), respectively. Parameter Sensitivities are notintended to measure how the rating of the security might migrateover time; rather they are designed to provide a quantitativecalculation of how the initial rating might change if key inputparameters used in the initial rating process differed. Theanalysis assumes that the deal has not aged. ParameterSensitivities only reflect the ratings impact of each scenariofrom a quantitative/model-indicated standpoint. Qualitativefactors are also taken into consideration in the ratings process,so the actual ratings that would be assigned in each case couldvary from the information presented in the Parameter Sensitivityanalysis.

N-STAR REAL VII: Moody's Affirms 'Caa3' Rating on 5 Note Classes----------------------------------------------------------------Moody's downgraded the ratings of three classes and affirmed theratings of five classes of Notes issued by N-Star Real Estate CDOVII, Ltd. The downgrades are due to collateral sales resulting innegative credit migration within the pool of assets as evidencedby the Moody's weighted average rating factor (WARF). Theaffirmations are due to the key transaction parameters performingwithin levels commensurate with the existing ratings levels. Therating action is the result of Moody's on-going surveillance ofcommercial real estate collateralized debt obligation (CRE CDO andRe-Remic) transactions.

N-Star Real Estate CDO VII, Ltd. is a currently static (thereinvestment period ended in June 2011) CRE CDO transaction backedby a portfolio of commercial mortgage backed securities (CMBS)(85.5% of the pool balance), CRE CDOs (12.3%), and franchise loanbacked securities (2.2%). As of the March 19, 2013 Trustee report,the aggregate Note balance of the transaction has decreased to$295.2 million from $550.0 at issuance.

There are 39 assets with a par balance of $191.8 million (59.1% ofthe current pool balance) that are considered defaulted securitiesas of the Match 19, 2013 Trustee report. Thirty-six of theseassets (91.4% of the defaulted balance) are CMBS, and 3 assets(8.6%) are CRE CDO. While there have been no realized losses todate, Moody's does expect significant losses to occur once theyare realized.

Moody's has identified the following parameters as key indicatorsof the expected loss within CRE CDO transactions: WARF, weightedaverage life (WAL), weighted average recovery rate (WARR), andMoody's asset correlation (MAC). These parameters are typicallymodeled as actual parameters for static deals and as covenants formanaged deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.Moody's has completed updated assessments for the non-Moody'srated collateral. Moody's modeled a bottom-dollar WARF of 7,625compared to 5,960 at last review. The current distribution ofMoody's rated collateral and assessments for non-Moody's ratedcollateral is as follows: Aaa-Aa3 (0.9% compared to 1.5% at lastreview), A1-A3 (1.9% compared to 2.0% at last review), Baa1-Baa3(1.9% compared to 12.1% at last review), Ba1-Ba3 (6.4% compared to11.0% at last review), B1-B3 (9.3% compared to 9.2% at lastreview), and Caa1-C (79.6% compared to 64.1% at last review).

Moody's modeled a WAL of 3.6 years compared to 4.2 years at lastreview. The current WAL is based on the assumption aboutextensions on the underlying collateral.

Moody's modeled a fixed WARR of 3.3%, compared to 7.2% at lastreview.

Moody's modeled a MAC of 100%, the same as at last review.

Moody's review incorporated CDOROM v2.8, one of Moody's CDO ratingmodels, which was released on March 25, 2013.

The cash flow model, CDOEdge v3.2.1.2, was used to analyze thecash flow waterfall and its effect on the capital structure of thedeal.

Moody's analysis encompasses the assessment of stress scenarios.

Changes in any one or combination of the key parameters may haverating implications on certain classes of rated notes. However, inmany instances, a change in key parameter assumptions in certainstress scenarios may be offset by a change in one or more of theother key parameters. Rated notes are particularly sensitive tochanges in recovery rate assumptions. Holding all other keyparameters static, changing the recovery rate assumption down from3.3% to 2% or up to 15% would result in a rating movement on therated tranches of 0 notch downward and 0 to 3 notches upward,respectively.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery and commercial real estate property markets. Commercialreal estate property values are continuing to move in a modestlypositive direction along with a rise in investment activity andstabilization in core property type performance. Limited newconstruction and moderate job growth have aided this improvement.However, a consistent upward trend will not be evident until thevolume of investment activity steadily increases for a significantperiod, non-performing properties are cleared from the pipeline,and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straightquarters of growth and the multifamily sector continues to showincreases in demand with a growing renter base and declining homeownership. Recovery in the office sector continues at a measuredpace with minimal additions to supply. However, office demand isclosely tied to employment, where growth remains slow andemployers are considering decreases in the leased space peremployee. Also, primary urban markets are outperforming secondarysuburban markets. Performance in the retail sector continues to bemixed with retail rents declining for the past four years, weakdemand for new space and lackluster sales driven by internet salesgrowth. Across all property sectors, the availability of debtcapital continues to improve with robust securitization activityof commercial real estate loans supported by a monetary policy oflow interest rates.

Moody's central global macroeconomic scenario calls for US GDPgrowth for 2013 that is likely to remain close to 2% as thegreater impetus from the US private sector is likely to broadlyoffset the drag on activity from more restrictive fiscal policy.Thereafter, Moody's expects the US economy to expand at a somewhatfaster pace than is likely this year, closer to its long-runaverage pace of growth. Risks to Moody's forecasts remain skewedto the downside despite recent positive developments. Moody'sbelieves that the three most immediate risks are: i) the risk of adeeper than currently expected recession in the euro areaaccompanied by deeper credit contraction, potentially triggered bya further intensification of the sovereign debt crisis; ii)slower-than-expected recovery in major emerging markets followingthe recent slowdown; and iii) an escalation of geopoliticaltensions, resulting in adverse economic developments.

The methodologies used in this rating were "Moody's Approach toRating SF CDOs" published in May 2012, and "Moody's Approach toRating Commercial Real Estate CDOs" published in July 2011.

NAVIGATOR 2004: Moody's Hikes Ratings on 2 Note Classes to 'Ba1'----------------------------------------------------------------Moody's Investors Service upgraded the ratings of the followingnotes issued by Navigator 2004:

According to Moody's, the rating actions taken on the notes areprimarily a result of deleveraging of the senior notes and anincrease in the transaction's overcollateralization ratios sincethe rating action in June 2012. Moody's notes that the Class ANotes have been paid down in full and the Class B Notes were paiddown by 90.8% or $27.2 million since the last rating action. Basedon the latest trustee report dated April 3, 2013, the Class B,Class C and Class D overcollateralization ratios are reported at207.7%, 127.8% and 110.5%, respectively, versus May 2012 levels of138.4%, 115.2% and 107.9%, respectively. Moody's notes that thetrustee reported overcollateralization ratios do not include theApril 15, 2013 payment distribution when $34.6 million ofprincipal proceeds were used to pay the Class A-3A Notes, Class A-3B Notes, Class B-1 Notes and Class B-2 Notes.

Notwithstanding benefits of the deleveraging, Moody's notes thatthe credit quality of the underlying portfolio has deterioratedsince the last rating action. Based on the March 2013 trusteereport, the weighted average rating factor is currently 3316compared to 2756 in May 2012.

Due to the impact of revised and updated key assumptionsreferenced in "Moody's Approach to Rating Collateralized LoanObligations" published in June 2011, key model inputs used byMoody's in its analysis, such as par, weighted average ratingfactor, diversity score, and weighted average recovery rate, maybe different from the trustee's reported numbers. In its basecase, Moody's analyzed the underlying collateral pool to have aperforming par and principal proceeds balance of $39 million,defaulted par of $13.6 million, a weighted average defaultprobability of 17.22% (implying a WARF of 3270), a weightedaverage recovery rate upon default of 52.36%, and a diversityscore of 15. The default and recovery properties of the collateralpool are incorporated in cash flow model analysis where they aresubject to stresses as a function of the target rating of each CLOliability being reviewed. The default probability is derived fromthe credit quality of the collateral pool and Moody's expectationof the remaining life of the collateral pool. The average recoveryrate to be realized on future defaults is based primarily on theseniority of the assets in the collateral pool. In each case,historical and market performance trends and collateral managerlatitude for trading the collateral are also factors.

Navigator 2004, issued in October 2004, is a collateralized loanobligation backed primarily by a portfolio of senior securedloans.

The principal methodology used in this rating was "Moody'sApproach to Rating Collateralized Loan Obligations" published inJune 2011. The methodology used in rating the Combination Noteswas "Using the Structured Note Methodology to Rate CDO Combo-Notes" published in February 2004.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Approach to Rating Collateralized Loan Obligations"rating methodology published in June 2011.

For securities whose default probabilities are assessed throughcredit estimates ("CEs"), Moody's applied additional defaultprobability adjustments. For each CE where the related exposureconstitutes more than 3% of the collateral pool, Moody's applied a2-notch equivalent assumed downgrade (but only on the CEsrepresenting in aggregate the largest 30% of the pool) asdescribed in Moody's Ratings Implementation Guidance "UpdatedApproach to the Usage of Credit Estimates in Rated Transactions",October 2009. Moody's applied this adjustment to 15% of thecollateral pool.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2616)

Class B-1: 0

Class B-2: 0

Class C-1: +1

Class C-2: +1

Class D-1: +1

Class D-2: +1

Class Q-1: 0

Class Q-2: 0

Moody's Adjusted WARF + 20% (3924)

Class B-1: 0

Class B-2: 0

Class C-1: -1

Class C-2: -1

Class D-1: -1

Class D-2: -1

Class Q-1: 0

Class Q-2: 0

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging mayaccelerate due to high prepayment levels in the loan market and/orcollateral sales by the manager, which may have significant impacton the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations indefaulted assets reported by the trustee and those assumed to bedefaulted by Moody's may create volatility in the deal'sovercollateralization levels. Further, the timing of recoveriesand the manager's decision to work out versus sell defaultedassets create additional uncertainties. Moody's analyzed defaultedrecoveries assuming the lower of the market price and the recoveryrate in order to account for potential volatility in marketprices.

3) Exposure to credit estimates: The deal is exposed to a largenumber of securities whose default probabilities are assessedthrough credit estimates. In the event that Moody's is notprovided the necessary information to update the credit estimatesin a timely fashion, the transaction may be impacted by anydefault probability adjustments Moody's may assume in lieu ofupdated credit estimates.

The ratings on the senior and subordinate notes are affirmed basedon the sufficient level of credit to cover the applicable riskfactor stresses. Credit enhancement for the senior and subordinatenotes consists of overcollateralization and projected minimumexcess spread, while the senior notes also benefit fromsubordination provided by the class B note.

RATING SENSITIVITIES

Since FFELP student loan ABS rely on the U.S. government toreimburse defaults, 'AAAsf' FFELP ABS ratings will likely move intandem with the 'AAA' U.S. sovereign rating. Aside from the U.S.sovereign rating, defaults and basis risk account for the majorityof the risk embedded in FFELP student loan transactions.Additional defaults and basis shock beyond Fitch's publishedstresses could result in future downgrades. Likewise, a buildup ofcredit enhancement driven by positive excess spread givenfavorable basis factor conditions could lead to future upgrades.

Individual Representations, Warranties, and Enforcement Mechanismsreports are available for all structured finance transactionsinitially rated on or after Sept. 26, 2011 atwww.fitchratings.com.

The actions are a result of the recent performance of Prime jumbopools originated on or after 2005 and reflect Moody's updated lossexpectations on these pools. The actions reflect the pro-ratapayment of principal to the Group 2 bonds subsequent tosubordination depletion.

The methodologies used in this rating were "Moody's Approach toRating US Residential Mortgage-Backed Securities" published inDecember 2008, and "2005-2008 US RMBS Surveillance Methodology"published in July 2011.

Moody's adjusts the methodologies for 1) Moody's current view onloan modifications and 2) small pool volatility.

Loan Modifications

As a result of an extension of the Home Affordable ModificationProgram (HAMP) to 2013 and an increased use of privatemodifications, Moody's is extending its previous view that loanmodifications will only occur through the end of 2012. It is nowassuming that the loan modifications will continue at currentlevels until 2014.

Small Pool Volatility

For pools with loans less than 100, Moody's adjusts itsprojections of loss to account for the higher loss volatility ofsuch pools. For small pools, a few loans becoming delinquent wouldgreatly increase the pools' delinquency rate.

To project losses on prime jumbo pools with fewer than 100 loans,Moody's first calculates an annualized delinquency rate based onvintage, number of loans remaining in the pool and the level ofcurrent delinquencies in the pool. For prime jumbo pools, Moody'sfirst applies a baseline delinquency rate of 3.5% for 2005, 6.5%for 2006 and 7.5% for 2007. Once the loan count in a pool fallsbelow 76, this rate of delinquency is increased by 1% for everyloan fewer than 76. For example, for a 2005 pool with 75 loans,the adjusted rate of new delinquency is 3.54%. Further, to accountfor the actual rate of delinquencies in a small pool, Moody'smultiplies the rate by a factor ranging from 0.20 to 2.0 forcurrent delinquencies that range from less than 2.5% to greaterthan 50% respectively. Moody's then uses this final adjusted rateof new delinquency to project delinquencies and losses for theremaining life of the pool under the approach described in themethodology publication.

When assigning the final ratings to bonds, in addition to theapproach, Moody's considered the volatility of the projectedlosses and timeline of the expected defaults.

The primary source of assumption uncertainty is the uncertainty inMoody's central macroeconomic forecast and performance volatilitydue to servicer-related issues. The unemployment rate fell from9.0% in September 2011 to 7.6% in March 2013. Moody's forecasts afurther drop to 7.5% by 2014. Moody's expects house prices to dropanother 1% from their 4Q2011 levels before gradually risingtowards the end of 2013. Performance of RMBS continues to remainhighly dependent on servicer procedures. Any change resulting fromservicing transfers or other policy or regulatory change canimpact the performance of these transactions.

NON-PROFIT PREFERRED: Fitch Affirms 'CC' Rating on Class D Certs----------------------------------------------------------------Fitch Ratings has affirmed the ratings on five classes ofcertificates issued by Non-Profit Preferred Funding Trust I (NPPFI). Rating Outlooks and Recovery Estimates (RE) have also beenrevised or maintained as follows:

The affirmations are attributed to improved credit enhancement(C/E) available to the rated certificates as a result of thedeleveraging of the capital structure from a combination ofmanager sales and repayment activity in the pool, offsettingmodest deterioration of the underlying collateral and increasedportfolio concentration.

Despite the concerns regarding increasing portfolio concentration,Fitch has revised the Rating Outlook on the class A-1 and class A-2 (together, class A) certificates, and class B certificates toStable to reflect cushions above their current rating stressesindicated by the cash flow modeling results in all scenarios.These cushions are attributed primarily to higher realizedproceeds than Fitch's assumptions at last review on the $21.6million notional of the debt redeemed by the issuers since lastreview. In addition, the certificates continued to benefit fromexcess spread.

Since Fitch's last rating action in April 2012, the NPPF I'sportfolio balance has decreased by approximately $32.4 million, to$243.3 million, or 60.8% of the initial portfolio size, as per theMarch 2013 trustee report. In addition to approximately $21.6million of proceeds from early redemptions and regularly scheduledamortizations, the manager instituted a sale of one defaultedsecurity which yielded a recovery of 85% and approximately$6.1million in principal proceeds. The proceeds were then used toamortize the class A certificates, which over the last two paymentdates received approximately $33.4 million, or 10.4% of theircollective original balance, in principal repayments, due to theamortization, sales, and excess spread diverted to cure a failingClass D Coverage Test.

While this deleveraging has benefited all classes of certificates,as reflected by the improved C/E levels across the capitalstructure, the remaining portfolio has become significantly moreconcentrated. Presently, the pool comprises debt of 27 obligors ofwhich 22 are considered by Fitch as performing, compared to 30 and26, respectively, at last review. After accounting for assets withwithdrawn ratings at last review, the exposure to obligors Fitchconsiders rated 'CCC+sf' or below, including defaulted assets, hasremained unchanged at 36.0%. The top five largest borrowersrepresent 30.5% of the underlying portfolio, up from 27.3% at lastreview.

On the credit quality and collateral performance side, theportfolio has experienced a marginal net negative creditmigration, with downgrades in either the explicit ratings orFitch's point-in-time credit opinions slightly outpacing upgrades(20.5% of the portfolio has been downgraded a weighted average of1.6 notches and 10.7% has been upgraded a weighted average of 2.0notches) and one additional obligor defaulting. The cumulativeexposure to defaulted securities now stands at 16.8%, compared to14.2% at the 2012 review. The average credit quality of theportfolio has slightly deteriorated; however, it remains in the'B/B-' range.

As part of today's rating action, the agency has also revised itsRecovery Estimate on the class C certificates and maintained thepreviously assigned estimate on the class D certificates. The REsrepresent Fitch's calculation of expected principal recoveries asa percentage of current note principal outstanding. Fitch nowprojects 55% recovery on the class C certificates. The revision isin large part attributed to higher than expected realized recoveryon the defaulted asset.

Fitch has analyzed rating sensitivity of the certificates torecovery and weighted average life (WAL) assumptions.

Applying a 25% haircut to the recovery rate of each asset in theportfolio would result in no downgrade for the certificates.Similarly, extending the WAL of the portfolio would result in nodowngrades to their ratings. However, applying a 50% recoveryhaircut would result in a downgrade of up to one rating categoryfor each of the rated certificates.

NPPF I is a Structured Tax-Exempt Pass-Through (STEP) programformed in November 2006 to issue $416.5 million of municipalmarket data (MMD) index-based senior, mezzanine, and juniorcertificates. The proceeds of the issuance were invested in aportfolio of municipal debt issued under 501(c)(3) program. Theinitial portfolio was selected by Cohen Municipal CapitalManagement, LLC together with sub-advisors Nonprofit Capital LLCand Shattuck Hammond. In March 2009, Muni Capital Management, LLCtook over the management responsibilities for this transaction byconsolidating the team of Cohen Municipal Capital Management, LLC.

The CDO, which is substantially under collateralized, continues tofail interest coverage and overcollateralization tests resultingin the diversion of interest payments from classes C and below topay down the senior classes. Since the last rating action, classA-2 has been paid in full while class B has been paid down by 63%.Realized losses to par over the same period have been significantat approximately $209 million. While Class B's credit enhancementhas increased significantly since the last rating action, upgradeis not recommended due to continued concern about the CDO'sability to make timely interest payments to the class.

Since the July 2011 payment date, interest proceeds have beeninsufficient to pay the interest due on the timely classes; theinterest due on these classes has been paid from principalproceeds. Fitch continues to be concerned about the CDO's abilityto continue to make timely interest payments to class B given thediminished amount of interest proceeds and significant swapcounterparty payments. The affirmation at 'CCC' reflects thepossibility going forward that interest and/or principal proceedswill not be available to pay the timely interest class, especiallyif there are further defaults or delinquencies on the underlyingcollateral. Ultimate recoveries to the class; however, should besubstantial.

The downgrades to classes F and G are the result of increasedexpected losses on defaulted assets, which total 78.8% of the poolcompared to 53.9% at last review; assets of concern currentlytotal an additional 11.6%.

RATING SENSITIVITIES

All classes are subject to further downgrades should additionallosses be realized.

As of the March 2013 trustee report and per Fitch categorizations,the CDO was substantially invested as follows: whole loans/A-notes(67%); B-notes (10%), mezzanine debt (13%), preferred equity (2%);CRE CDO securities (4%); and a real estate bank loan (4%). Sincelast review, 30 assets were paid off or removed from the CDO. TheCDO also added three rated securities, which were purchased at adiscount and resulted in built par of approximately $3.6 million.

Under Fitch's surveillance methodology, approximately 95.9% of theportfolio is modeled to default in the base case stress scenario,defined as the 'B' stress. Fitch estimates that average recoverieswill be 32.2%.

The largest component of Fitch's base case loss expectation isrelated to a mezzanine interest (9.6% of the pool) backed by aportfolio of full-service luxury hotels. Portfolio performanceremains significantly below expectations at issuance. Fitchmodeled a full loss on this significantly overleveraged loaninterest in its base case scenario.

The next largest component of Fitch's base case loss expectationis related to a defaulted A-note (11.5% of the pool) secured by aresidential construction project located in the Washington Heightsneighborhood of Manhattan. Construction activity stalled in 2009.Fitch modeled a significant loss on the loan in its base casescenario.

This transaction was analyzed according to the 'SurveillanceCriteria for U.S. CREL CDOs and CMBS Large Loan Floating-RateTransactions', which applies stresses to property cash flows anddebt service coverage ratio tests to project future default levelsfor the underlying portfolio. Recoveries are based on stressedcash flows and Fitch's long-term capitalization rates. Thetransaction was not cash flow modeled based on the limitedavailable interest received from the assets, the majority of whichare defaulted; historically unpredictable timing and substantialamount of expenses and advances being made by the servicers priorto the Waterfall; and given the distressed nature of the ratings.

The 'CC' and below ratings for classes C through K are based on adeterministic analysis that considers Fitch's base case lossexpectation for the pool and the current percentage of defaultedassets and Fitch Loans of Concern factoring in anticipatedrecoveries relative to each class' credit enhancement.

Petra 2007-1 is managed by Petra Capital Management LLC. The CDO'ssix-year reinvestment period ends in June 2013.

PPLUS TRUST SPR-1: B3-Rated $42.5-Mil. Certs on Moody's Review--------------------------------------------------------------Moody's Investors Service will continue the review with thedirection uncertain of the rating of the following certificatesissued by PPLUS Trust Series SPR-1:

The transaction is a structured note whose rating is based on therating of the Underlying Securities and the legal structure of thetransaction. This rating action is a result of the change of therating of $43,297,000 6.875% Notes due 2028 issued by SprintCapital Corporation whose B3 rating continues to be under reviewwith the direction uncertain as of April 15, 2013.

The principal methodology used in this rating was "Moody'sApproach to Rating Repackaged Securities" published in April 2010.

Moody's conducted no additional cash flow analysis or stressscenarios because the rating is a pass-through of the rating ofthe underlying security.

Moody's says that the underlying securities are subject to a highlevel of macroeconomic uncertainty, which is manifest in uncertaincredit conditions across the general economy. Because theseconditions could negatively affect the rating on the underlyingsecurities, they could also negatively impact the rating on thecertificate.

The affirmations reflect sufficient credit enhancement of theFitch rated classes after liquidation of the remaining speciallyserviced loans. As of the March 2013 distribution date, the pool'scertificate balance has paid down 90.4% to $75.3 million from $782million at issuance.

RATING SENSITIVITIES

The 'AAA' rated class is expected to remain stable based onpaydown from amortizing loans and defeasance in the pool. Althoughclass E has high credit enhancement, the rating has been capped at'A' based on the risk of interest shortfalls affecting the class.The Negative Outlooks reflect the high concentration of realestate-owned (REO) loans in the pool with the potential forescalated fees and expenses based on the timing of resolution.

There are 21 remaining loans from the original 193 loans atissuance. Of the remaining loans, eight loans (85.7%) are inspecial servicing and three loans (7.7%) are defeased.

The largest contributor to Fitch expected losses was originallysecured by a 251,365 sf retail center in Baltimore, MD. The assethad been REO since February 2006. Litigation against the guarantorover carve-out claims continues in the pursuit of related borrowerentities. The collateral was sold in December 2012 with proceedsbeing applied to outstanding advances, thus there is no currentcollateral backing the loan balance. Realized losses to the trustwill be settled upon receipt of litigation proceeds.

The second largest contributor to losses is a 201,148 sf officebuilding in Milwaukee, WI. The asset has been REO since December2009. The building occupancy as of March 2013 was 41%. Theservicer is positioning the asset for sale.

Fitch affirms and revises the Recovery Estimates and Outlooks ofthe following classes as indicated:

SARATOGA CLO I: S&P Raises Rating on Class D Notes to 'BB'----------------------------------------------------------Standard & Poor's Ratings Services raised its ratings on the classB and D notes from Saratoga CLO I Ltd., a collateralized loanobligation (CLO) transaction currently managed by Invesco SeniorSecured Management Inc. At the same time, S&P affirmed itsratings on the class A-1, A-2, and C notes.

The transaction is in its amortization phase and continues to useits principal proceeds to pay down the senior notes in the paymentsequence, as specified in the indenture. The rating actionsfollow S&P's performance review of Saratoga CLO I Ltd. and reflect$41.7 million in pay-downs to the class A-1 notes since S&P raisedits ratings on four classes in February 2011. The Class A-1 noteshave paid down to 76.7% of their original balance, leading to anincrease in overcollateralization (O/C) available to support thenotes.

The transaction has benefited from the receipt of principalproceeds from prepayments and sales of defaulted assets, whichhave led to an improvement in the collateral's credit quality. Asof the March 2013 trustee report, the transaction held$33.9 million in principal proceeds. S&P also observed thatassets from obligors rated in the 'CCC' category were reported at$14.6 million in March 2013, compared with $35.1 million inJanuary 2011.

Another positive factor in S&P's analysis is the increase in theweighted-average spread from 3.07% to 3.66% since its last ratingaction.

S&P affirmed its ratings on the class A-1, A-2, and C notes toreflect its belief that the credit support available iscommensurate with the current ratings. S&P will continue toreview its ratings on the notes and assess whether, in its view,the ratings remain consistent with the credit enhancementavailable to support them. S&P will take rating actions as itdeems necessary.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

All or a portion of the class A-1 and class A-IO1 certificates inthe same certificate principal amount and certificate notionalamount can be exchanged for class A-2 certificates of the samecertificate principal amount. All or a portion of the class A-2certificates can be exchanged for the class A-1 and class A-IO1certificates of the same certificate principal amount andcertificate notional amount. On the closing date, the aggregateclass principal amount of the class A-1 and class A-2 certificateswill not exceed $434,385,000.

Fitch's ratings reflect the high quality of the underlyingcollateral, the clear capital structure and the high percentage ofloans reviewed by third party underwriters. In addition, WellsFargo Bank, N.A. will act as the master servicer and ChristianaTrust will act as the Trustee for the transaction. For federalincome tax purposes, elections will be made to treat the trust asone or more real estate mortgage investment conduits (REMICs).

SEMT 2013-5 will be Redwood Residential Acquisition Corporation'sfifth transaction of prime residential mortgages in 2013. Thecertificates are supported by a pool of prime fixed rate mortgageloans. The loans are all fully amortizing. The aggregate poolincluded loans originated from PrimeLending (8.3%). The remainderof the mortgage loans was originated by various mortgage lendinginstitutions, each of which contributed less than 5% to thetransaction.

As of the cut-off date, the aggregate pool consisted of 609 loanswith a total balance of $463,344,441; an average balance of$760,828; a weighted average original combined loan-to-value ratio(CLTV) of 65.9%, and a weighted average coupon (WAC) of 3.8%.Rate/term and cash out refinances account for 69.5% and 6.8% ofthe loans, respectively. The weighted average original FICO creditscore of the pool is 772. Owner-occupied properties comprise 96.1%of the loans. The states that represent the largest geographicconcentration are California (37.6%), Washington (7.8%) andMassachusetts (7.6%).

Originators With Limited Performance History: The entire pool wasoriginated by lenders with limited non-agency performance history.While the significant contribution of loans from these originatorsis a concern, Fitch believes the lack of performance history ispartially mitigated by the 100% third-party diligence conducted onthese loans that resulted in immaterial findings. Fitch alsoconsiders the credit enhancement (CE) on this transactionsufficient to mitigate the originator risk.

Geographically Diverse Pool: The overall geographic diversity hasimproved from other SEMT transactions. The percentage of the topthree metropolitan statistical areas (MSA) is 20.8%, the lowestconcentration to date. Concentration in California (37.6%) is alsothe lowest to date compared to prior SEMT transactions. The agencydid not apply a default penalty to the pool due to the lowgeographic concentration risk.

Transaction Provisions Enhance Performance: As in other recentSEMT transactions rated by Fitch, SEMT 2013-5 contains bindingarbitration provisions that may serve to provide timely resolutionto representation and warranty disputes. In addition, all loansthat become 120 days or more delinquent will be reviewed forbreaches of representations and warranties.

RATING SENSITIVITIES

Fitch's analysis incorporates sensitivity analyses to demonstratehow the ratings would react to steeper market value declines(MVDs) than assumed at both the metropolitan statistical area(MSA) and national levels. The implied rating sensitivities areonly an indication of some of the potential outcomes and do notconsider other risk factors that the transaction may becomeexposed to or be considered in the surveillance of thetransaction.

Fitch conducted sensitivity analysis on areas where the modelprojected lower home price declines than that of the overallcollateral pool. The model currently projects sustainable MVDs(sMVDs) at the MSA level. For one of the top 10 regions, Fitch'sSHP model does not project declines in home prices and for twoothers, the projected decline is less than 10%. These regions areSeattle-Bellevue-Everett in Washington (7%), Chicago-Joliet-Naperville in Illinois (4.2%), and Boston-Quincy in Massachusetts(3.7%). Fitch conducted sensitivity analysis assuming sMVDs of10%, 15%, and 20% compared with those projected by Fitch's SHPmodel for these regions. The sensitivity analysis indicated noimpact on ratings for all bonds in each scenario.

Another sensitivity analysis was focused on determining how theratings would react to steeper MVDs at the national level. Theanalysis assumes MVDs of 10%, 20%, and 30%, in addition to themodel projected 13% for this pool. The analysis indicates there issome potential rating migration with higher MVDs, compared withthe model projection.

The ratings on the senior and subordinate notes are affirmed basedon the sufficient level of credit to cover the applicable riskfactor stresses. Credit enhancement for the senior and subordinatenotes consists of overcollateralization and projected minimumexcess spread, while the senior notes also benefit fromsubordination provided by the class B note. The revision of theOutlook to Positive from Stable for the subordinate notes is dueto the fact that all aforementioned trusts have had stableperformance since deal closing, and the subordinate notes havebeen receiving principal payment since their respective step-downdates. Additionally, once the pool factors reach 40%, the reserveaccounts will be excluded from Sallie Mae's parity calculationsfor each trust, creating additional credit enhancement for thesubordinate notes.

Rating Sensitivities

Since FFELP student loan ABS rely on the U.S. government toreimburse defaults, 'AAAsf' FFELP ABS ratings will likely move intandem with the 'AAA' U.S. sovereign rating. Aside from the U.S.sovereign rating, defaults and basis risk account for the majorityof the risk embedded in FFELP student loan transactions.Additional defaults and basis shock beyond Fitch's publishedstresses could result in future downgrades. Likewise, a buildup ofcredit enhancement driven by positive excess spread givenfavorable basis factor conditions could lead to future upgrades.

SPRINT CAPITAL 2003-17: B3-Rated Cl. A-1 Certs on Moody's Review----------------------------------------------------------------Moody's Investors Service will continue the review with thedirection uncertain of the rating of the following certificatesissued by Corporate Backed Trust Certificates, Sprint CapitalNote-Backed Series 2003-17:

The transaction is a structured note whose rating is based on therating of the Underlying Securities and the legal structure of thetransaction. This rating action is a result of the change of therating of $25,455,000 6.875% Notes due 2028 issued by SprintCapital Corporation whose B3 rating continues to be under reviewwith the direction uncertain as of April 15, 2013.

The principal methodology used in this rating was "Moody'sApproach to Rating Repackaged Securities" published in April 2010.

Moody's conducted no additional cash flow analysis or stressscenarios because the rating is a pass-through of the rating ofthe underlying security.

Moody's says that the underlying securities are subject to a highlevel of macroeconomic uncertainty, which is manifest in uncertaincredit conditions across the general economy. Because theseconditions could negatively affect the ratings on the underlyingsecurities, they could also negatively impact the rating on thecertificate.

SPRINT CAPITAL 2004-2: B3-Rated Cl. A-1 Certs on Moody's Review---------------------------------------------------------------Moody's Investors Service will continue the review with thedirection uncertain of the rating of the following certificatesissued by Structured Repackaged Asset-Backed Trust Securities("STRATS") Trust for Sprint Capital Corporation Securities, Series2004-2:

The transaction is a structured note whose rating is based on therating of the Underlying Securities and the legal structure of thetransaction. This rating action is a result of the change of therating of $38,000,000 6.875% Notes due 2028 issued by SprintCapital Corporation whose B3 rating continues to be under reviewwith the direction uncertain as of April 15, 2013.

The principal methodology used in this rating was "Moody'sApproach to Rating Repackaged Securities" published in April 2010.

The ratings on the class 1-A-l and 1-A-IO certificates aredependent on the lower of S&P's ratings on Deutsche Bank AG('A+/Watch Neg/A-1'), which provides an interest rate swap on thecertificates, and Key Corp. Student Loan Trust 1999-B's class A-2notes ('AAA (sf)').

The ratings on the class 7-A-1 and 7-A-IO certificates aredependent on the lower of S&P's ratings on Deutsche Bank AG('A+/Watch Neg/A-1'), which provides an interest rate swap on thecertificates, and the higher of S&P's ratings on NorthStarEducation Finance Inc.'s series 2006-A's class A-4 notes ('AAA(sf)') and Ambac Assurance Corp. (not rated), which provides afinancial guarantee insurance policy on the underlying securities.

In addition, the ratings on the class 1-A-l,1-A-IO, 7-A-1, and 7-A-IO certificates benefit from a one-notch raise above the supportprovider's rating to reflect S&P's criteria for transactions thatrequire replacement of that support provider if a rating triggeris breached.

The ratings on the class 5-A-1 and 5-A-IO certificates aredependent on the lower of S&P's ratings on Deutsche Bank AG('A+/Watch Neg/A-1'), which provides an interest rate swap on thecertificates, and the higher of S&P's ratings on the underlyingsecurities from NCF Grantor Trust 2005-1's class A-5-1 and A-5-2certificates ('B-(sf)'), and the rating on Ambac Assurance Corp.(not rated), which provides a financial guarantee insurance policyon the underlying securities.

The ratings on the class 6-A-l and 6-A-IO certificates aredependent on the lower of S&P's ratings on the underlying securityfrom the transferable custody receipts relating to NCF GrantorTrust 2005-3 series 2005-GT3 class A-5-1 ('BBB(sf)'), due in 2033,and Deutsche Bank AG ('A+/Watch Negative/A-1').

The rating actions follow the March 26, 2013, placement of S&P'sratings on the swap counterparty, Deutsche Bank AG, on CreditWatchwith negative implications. S&P may take subsequent ratingactions on the certificates due to changes in its rating on theunderlying security or swap counterparty.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report is available at:

-- The credit enhancement provided to the rated notes through the subordination of cash flows that are payable to the subordinated notes.

-- The transaction's credit enhancement, which is sufficient to withstand the defaults applicable for the supplemental tests (not counting excess spread), and cash flow structure, which can withstand the default rate projected by Standard & Poor's CDO Evaluator model, as assessed by Standard & Poor's using the assumptions and methods outlined in its corporate collateralized debt obligation (CDO) criteria.

-- The transaction's legal structure, which is expected to be bankruptcy remote.

-- The timely interest and ultimate principal payments on the rated notes, which S&P assessed using its cash flow analysis and assumptions commensurate with the assigned ratings under various interest-rate scenarios, including LIBOR ranging from 0.3105%-13.8391%.

-- The transaction's overcollateralization and interest coverage tests, a failure of which will lead to the diversion of interest and principal proceeds to reduce the balance of the rated notes outstanding.

-- The transaction's interest reinvestment test, a failure of which during the reinvestment period would lead to the reclassification of excess interest proceeds that are available prior to paying subordinated management fees, uncapped administrative expenses, and subordinated note payments into principal proceeds for the purchase of collateral assets.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities.

The Standard & Poor's 17g-7 Disclosure Report included in thiscredit rating report is available at:

(i) The subordinated notes have two classes, the subordinated A and B notes.

NR - Not rated.

TIAA CMBS 2001-C1: S&P Raises Rating on Class M Notes to 'BB+'--------------------------------------------------------------Standard & Poor's Ratings Services raised its ratings on sevenclasses of commercial mortgage pass-through certificates from TIAACMBS I Trust's series 2001-C1, a U.S. commercial mortgage-backedsecurities (CMBS) transaction. At the same time, S&P affirmed theratings on two other classes from the same transaction.

The rating actions follow S&P's analysis of the transactionprimarily using its criteria for rating U.S. and Canadian CMBS.S&P's analysis included a review of the credit characteristics andperformance of the remaining loans in the pool, the transactionstructure, and the liquidity available to the trust. The upgradesand affirmations further reflect increased credit enhancementlevels from the continued amortization and maturity payoff of theunderlying mortgage loans and sufficient liquidity support to theclasses. This includes Berkadia Commercial Mortgage LLC's (themaster servicer) confirmation that three of the top 10 loanstotaling $18.1 million have paid-off and the principal paymentswill be reflected in the April 2013 remittance report.

The upgrades on the seven principal and interest payingcertificates reflect expected available credit enhancement for theclasses, which S&P believes is greater than its most recentestimate of necessary credit enhancement for the rating levels.The upgrades also reflect S&P's views regarding the current andfuture performance of the transaction's collateral. Whileavailable credit enhancement levels may suggest even furtherpositive rating movement on the upgraded classes, S&P's analysisconsidered the volume of nondefeased, performing loans that arescheduled to mature through Dec. 31, 2014, without confirmation ofhaving been paid-off (17 loans, $25.8 million, 19.2% of the trustbalance), and S&P's view of available liquidity support and therisks associated with potential future interest shortfalls fromthe upcoming maturing loans.

The affirmation of the 'AAA (sf)' rating on class F reflects S&P'sexpectation that the available credit enhancement for the classwill be within its estimate of the necessary credit enhancementequired for the current outstanding rating.

S&P affirmed its 'AAA (sf)' rating on the class X interest-only(IO) certificate based on our criteria for rating IO securities.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.If applicable, the Standard & Poor's 17-g7 Disclosure Reportsincluded in this credit rating report are available at:

According to Moody's, the rating actions taken on the notesreflect the benefit of the short period of time remaining beforethe end of the deal's reinvestment period in June 2013. Inconsideration of the reinvestment restrictions applicable duringthe amortization period, and therefore limited ability to effectsignificant changes to the current collateral pool, Moody'sanalyzed the deal assuming a higher likelihood that the collateralpool characteristics will continue to maintain a positive bufferrelative to certain covenant requirements. In particular, the dealis assumed to benefit from lower WARF and higher spread levelscompared to the levels assumed at the last rating action inSeptember 2011. Moody's modeled a WARF and WAS of 2457 and 3.39%,respectively, compared to 2600 and 2.91%, respectively, at thetime of the last rating action. Moody's also notes that thetransaction's reported overcollateralization ratios are stablesince the last rating action.

Due to the impact of revised and updated key assumptionsreferenced in "Moody's Approach to Rating Collateralized LoanObligations" published in June 2011, key model inputs used byMoody's in its analysis, such as par, weighted average ratingfactor, diversity score, and weighted average recovery rate, maybe different from the trustee's reported numbers. In its basecase, Moody's analyzed the underlying collateral pool to have aperforming par and principal proceeds balance of $479 million, nodefaulted par, a weighted average default probability of 16.38%(implying a WARF of 2457), a weighted average recovery rate upondefault of 51.74%, and a diversity score of 51. The default andrecovery properties of the collateral pool are incorporated incash flow model analysis where they are subject to stresses as afunction of the target rating of each CLO liability beingreviewed. The default probability is derived from the creditquality of the collateral pool and Moody's expectation of theremaining life of the collateral pool. The average recovery rateto be realized on future defaults is based primarily on theseniority of the assets in the collateral pool. In each case,historical and market performance trends and collateral managerlatitude for trading the collateral are also factors.

Trimaran VII CLO Ltd., issued in March 2007, is a collateralizedloan obligation backed primarily by a portfolio of senior securedloans.

The principal methodology used in this rating was "Moody'sApproach to Rating Collateralized Loan Obligations" published inJune 2011.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3 ofthe "Moody's Approach to Rating Collateralized Loan Obligations"rating methodology published in June 2011.

In addition to the base case analysis, Moody's also performedsensitivity analyses to test the impact on all rated notes ofvarious default probabilities.

Summary of the impact of different default probabilities(expressed in terms of WARF levels) on all rated notes (shown interms of the number of notches' difference versus the currentmodel output, where a positive difference corresponds to lowerexpected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (1966)

Class A-1L: 0

Class A-1LR: 0

Class A-2L: +1

Class A-3L: +2

Class B-1L: +2

Class B-2L: +2

Moody's Adjusted WARF + 20% (2948)

Class A-1L: 0

Class A-1LR: 0

Class A-2L: -2

Class A-3L: -2

Class B-1L: -1

Class B-2L: -1

Moody's notes that this transaction is subject to a high level ofmacroeconomic uncertainty, as evidenced by 1) uncertainties ofcredit conditions in the general economy and 2) the largeconcentration of upcoming speculative-grade debt maturities whichmay create challenges for issuers to refinance. CLO notes'performance may also be impacted by 1) the manager's investmentstrategy and behavior and 2) divergence in legal interpretation ofCLO documentation by different transactional parties due toembedded ambiguities.

Source of additional performance uncertainty:

Deleveraging: The main source of uncertainty in this transactionis whether deleveraging from unscheduled principal proceeds willcommence and at what pace. Deleveraging may accelerate due to highprepayment levels in the loan market and/or collateral sales bythe manager, which may have significant impact on the notes'ratings.

According to the notice of liquidation direction and suspension ofpayments dated March 22, 2013, there would be no payment made onthe April 15, 2013 payment date because of the liquidation. S&Pconfirmed that the nondeferrable class A-2L notes did not receivethe interest due April 15, 2013. Therefore, S&P lowered itsratings on the class A-2L to 'D(sf)' pursuant to its criteria.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities.

The Standard & Poor's 17g-7 Disclosure Report included in thiscredit rating report is available at:

The affirmations of the investment grade classes are due to keyparameters, including Moody's loan to value (LTV) ratio, Moody'sstressed debt service coverage ratio (DSCR) and the HerfindahlIndex (Herf), remaining within acceptable ranges. Based on Moody'scurrent base expected loss, the credit enhancement levels for theaffirmed classes are sufficient to maintain their current ratings.The ratings of the below investment grade classes are consistentwith Moody's expected loss and thus are affirmed. The rating ofthe IO Class, is consistent with the expected credit performanceof its referenced classes and thus is affirmed.

Moody's rating action reflects a base expected loss of 16.5% ofthe current balance, compared to 15.9% at last review. Moody'sbase expected loss plus realized losses is now 15.1% of theoriginal pooled balance compared to 16.3% at the prior review.Depending on the timing of loan payoffs and the severity andtiming of losses from specially serviced loans, the creditenhancement level for investment grade classes could decline belowthe current levels. If future performance materially declines, theexpected level of credit enhancement and the priority in the cashflow waterfall may be insufficient for the current ratings ofthese classes.

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. From time to time, Moody's may, if warranted, changethese expectations. Performance that falls outside the given rangemay indicate that the collateral's credit quality is stronger orweaker than Moody's had anticipated when the related securitiesratings were issued. Even so, a deviation from the expected rangewill not necessarily result in a rating action nor doesperformance within expectations preclude such actions. Thedecision to take (or not take) a rating action is dependent on anassessment of a range of factors including, but not exclusively,the performance metrics.

Primary sources of assumption uncertainty are the extent of growthin the current macroeconomic environment given the weak pace ofrecovery and commercial real estate property markets. Commercialreal estate property values are continuing to move in a modestlypositive direction along with a rise in investment activity andstabilization in core property type performance. Limited newconstruction and moderate job growth have aided this improvement.However, a consistent upward trend will not be evident until thevolume of investment activity steadily increases for a significantperiod, non-performing properties are cleared from the pipeline,and fears of a Euro area recession are abated.

The hotel sector is performing strongly with nine straightquarters of growth and the multifamily sector continues to showincreases in demand with a growing renter base and declining homeownership. Recovery in the office sector continues at a measuredpace with minimal additions to supply. However, office demand isclosely tied to employment, where growth remains slow andemployers are considering decreases in the leased space peremployee. Also, primary urban markets are outperforming secondarysuburban markets. Performance in the retail sector continues to bemixed with retail rents declining for the past four years, weakdemand for new space and lackluster sales driven by internet salesgrowth. Across all property sectors, the availability of debtcapital continues to improve with robust securitization activityof commercial real estate loans supported by a monetary policy oflow interest rates.

Moody's central global macroeconomic scenario calls for US GPDgrowth for 2013 that is likely to remain close to 2% as thegreater impetus from the US private sector is likely to broadlyoffset the drag on activity from more restrictive fiscal policy.Thereafter, Moody's expects the US economy to expand at a somewhatfaster pace than is likely this year, closer to its long-runaverage pace of growth. Risks to Moody's forecasts remain skewedto the downside despite recent positive developments. Moody'sbelieves that the three most immediate risks are: i) the risk of adeeper than currently expected recession in the euro areaaccompanied by deeper credit contraction, potentially triggered bya further intensification of the sovereign debt crisis; ii)slower-than-expected recovery in major emerging markets followingthe recent slowdown; and iii) an escalation of geopoliticaltensions, resulting in adverse economic developments.

The principal methodology used in this rating was "Moody'sApproach to Rating U.S. CMBS Conduit Transactions" published inSeptember 2000. The methodology used in rating Class IO was"Moody's Approach to Rating Structured Finance Interest-OnlySecurities" published in February 2012.

Moody's review incorporated the use of the excel-based CMBSConduit Model v 2.62 which is used for both conduit and fusiontransactions. Conduit model results at the Aa2 (sf) level aredriven by property type, Moody's actual and stressed DSCR, andMoody's property quality grade (which reflects the capitalizationrate used by Moody's to estimate Moody's value). Conduit modelresults at the B2 (sf) level are driven by a paydown analysisbased on the individual loan level Moody's LTV ratio. Moody'sHerfindahl score (Herf), a measure of loan level diversity, is aprimary determinant of pool level diversity and has a greaterimpact on senior certificates. Other concentrations andcorrelations may be considered in Moody's analysis. Based on themodel pooled credit enhancement levels at Aa2 (sf) and B2 (sf),the remaining conduit classes are either interpolated betweenthese two data points or determined based on a multiple or ratioof either of these two data points. For fusion deals, the creditenhancement for loans with investment-grade credit assessments ismelded with the conduit model credit enhancement into an overallmodel result. Fusion loan credit enhancement is based on thecredit assessment of the loan which corresponds to a range ofcredit enhancement levels. Actual fusion credit enhancement levelsare selected based on loan level diversity, pool leverage andother concentrations and correlations within the pool. Negativepooling, or adding credit enhancement at the credit assessmentlevel, is incorporated for loans with similar credit assessmentsin the same transaction.

The conduit model includes an IO calculator, which uses thefollowing inputs to calculate the proposed IO rating based on thepublished methodology: original and current bond ratings andcredit assessments; original and current bond balances grossed upfor losses for all bonds the IO(s) reference(s) within thetransaction; and IO type as defined in the published methodology.The calculator then returns a calculated IO rating based on both atarget and mid-point. For example, a target rating basis for aBaa3 (sf) rating is a 610 rating factor. The midpoint rating basisfor a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3(sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). Ifthe calculated IO rating factor is 700, the CMBS IO calculatorwould provide both a Baa3 (sf) and Ba1 (sf) IO indication forconsideration by the rating committee. The Interest-OnlyMethodology was used for the rating of Class IO.

Moody's uses a variation of Herf to measure diversity of loansize, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 37 compared to 34 at last review.

Moody's ratings are determined by a committee process thatconsiders both quantitative and qualitative factors. Therefore,the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance ofcommercial mortgage backed securities (CMBS) transactions. Moody'smonitors transactions on a monthly basis through a reviewutilizing MOST(R) (Moody's Surveillance Trends) Reports and aproprietary program that highlights significant credit changesthat have occurred in the last month as well as cumulative changessince the last full transaction review. On a periodic basis,Moody's also performs a full transaction review that involves arating committee and a press release. Moody's prior transactionreview is summarized in a press release dated April 19, 2012.

Deal Performance:

As of the March 11, 2013 distribution date, the transaction'saggregate certificate balance has decreased by 16% to $3.0 billionfrom $3.8 billion at securitization. The Certificates arecollateralized by 127 mortgage loans ranging in size from lessthan 1% to 7% of the pool, with the top ten loans representing 43%of the pool.

Forty-one loans, representing 32% of the pool, are on the masterservicer's watchlist. The watchlist includes loans which meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part of itsongoing monitoring of a transaction, Moody's reviews the watchlistto assess which loans have material issues that could impactperformance.

Nine loans have been liquidated from the pool, resulting in anaggregate $57.8 million realized loss (12% loss severity onaverage). There are 16 loans in special servicing representing 17%of the pool.

The largest specially serviced loan is the Westin Casaurina Resort& Spa ($133.2 million -- 4.4% of the pool). The loan is secured bya 343-key full service hotel located along the middle of SevenMile Beach in the heart of the primary tourist area on GrandCayman Island. The loan was transferred to special servicing inFebruary 2010 as a result of imminent monetary default. A receiverwas put in place as of February 2011 and major renovations werecompleted in November 2012. Moody's has assumed an aggregaterealized loss of $232.2 million (46% expected loss overall) fromthe specially serviced loans.

Moody's has assumed a high default probability for an additional35 poorly performing loans representing 28% of the pool and hasestimated an aggregate $193 million loss (22% expected loss basedon a 52% probability default) from these troubled loans.

Moody's was provided with full year 2011 and full or partial year2012 operating results for 100% and 92% of the pool, respectively.Excluding specially serviced and troubled loans, Moody's weightedaverage LTV is 118% compared to 128% at Moody's last review.Moody's net cash flow reflects a weighted average haircut of 2% tothe most recently available net operating income. Moody's valuereflects a weighted average capitalization rate of 9.35%.

Excluding specially serviced and troubled loans, Moody's actualand stressed DSCRs are 1.32X and 0.85X, respectively, compared to1.41X and 0.82X at last review. Moody's actual DSCR is based onMoody's net cash flow (NCF) and the loan's actual debt service.Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressedrate applied to the loan balance.

The top three performing loans represent 21% of the pool balance.The largest performing loan is the Beacon D.C. & Seattle Pool($242 million -- 8.0% of the pool). The loan had previously beenin special servicing where it was modified and was transferredback to the Master Servicer in May 2012. The modification includesa five-year extension and a coupon reduction along with an unpaidinterest accrual feature and a waiver of the yield maintenanceperiod in order to permit property sales. Nine properties havebeen liquidated from the portfolio which is now secured by 11office properties located in Washington, Virginia and Washington,DC. The portfolio now totals 5.4 million square feet (SF). Moody'sLTV and stressed DSCR are 158% and 0.64X, respectively, comparedto 155% and 0.65X at last review.

The second largest loan is the DDR Southeast Pool ($221.2 million-- 7.3% of the pool), which represents a pari passu interest in an$885.0 million first mortgage. The loan is secured by 52 anchoredretail properties located throughout ten states. The portfolio was88% leased as of December 2012, the same as at last review. Theloan is interest only for its entire 10 year term. Moody's LTV andstressed DSCR are 108% and 0.85X, respectively, compared to 120%and 0.76X at last review.

The third largest loan is the Two Herald Square Loan ($200.0million -- 6.6% of the pool), which is secured by a 359,248 squarefoot Class B office and retail building located in the PennStation submarket of New York City. The property is alsoencumbered with a $50.0 million subordinate note. The largesttenants include Publicis USA Holdings (32% of the net rentablearea (NRA); lease expiration August 2016) and H&M (19% of the NRA;lease expiration January 2016). As of September 2012 the propertywas 99% leased, the same as last review. Performance has improveddue to higher revenues from rent steps. The loan is interest onlyfor its entire 10 year term. Moody's LTV and stressed DSCR are116% and 0.82X, respectively, compared to 125% and 0.76X at lastreview.

The expected ratings are based on information provided by theissuer as of April 10, 2013. Fitch does not expect to rate the$42,741,751 interest-only Class X-C or the $26,302,751 Class G.The certificates represent the beneficial ownership in the trust,primary assets of which are 95 loans secured by 113 commercialproperties having an aggregate principal balance of approximately$876.7 million as of the cutoff date. The loans were contributedto the trust by The Royal Bank of Scotland; Wells Fargo Bank,National Association; Liberty Island Group I LLC; C-III CommercialMortgage LLC; Basis Real Estate Capital II, LLC; and NCB, FSB.

Fitch reviewed a comprehensive sample of the transaction'scollateral, including site inspections on 70.4% of the propertiesby balance, cash flow analysis of 84.4%, and asset summary reviewson 84.4% of the pool.

Key Rating Drivers

Fitch Leverage: The Fitch DSCR and LTV of 1.63x and 94.6% arebetter than the average DSCR and LTV of 1.24x and 97.2% of Fitch-rated 2012 conduit transactions. Excluding the loanscollateralized by cooperative housing (co-op) properties, whichconsist of 6.9% of the pool, the Fitch DSCR and LTV are 1.32x and99.1%.

Loan Concentration: The largest 10 loans account for 44.7% of thepool balance, which is lower than the average 2011 and 2012 top 10loan concentrations of 59.9% and 54.2%, respectively. In addition,no loan accounts for more than 10% of the pool's aggregate cut-offprincipal balance. The average loan size of $9.2 million is muchsmaller than the average loan size of $18.3 million in 2012conduit transactions.

Property Type Diversity: The pool has a retail concentration of20.3%, which is lower than the average of 2012 Fitch-rated dealsof 35.9%. Hotel and multifamily properties comprise 18.3% and15.6% of the pool, respectively, representing greater percentagesthan the 2012 conduit averages of 13.5% and 6.3%. The pool'soffice concentration of 28.5% is in line with the 2012 average.

Rating Sensitivities

For this transaction, Fitch's net cash flow (NCF) was 16.5% belowthe full-year 2012 net operating income (NOI) (for properties that2012 NOI was provided, excluding properties that were stabilizingduring this period). Unanticipated further declines in property-level NCF could result in higher defaults and loss severity ondefaulted loans, and could result in potential rating actions onthe certificates. Fitch evaluated the sensitivity of the ratingsassigned to WFRBS 2013-C13 certificates and found that thetransaction displays average sensitivity to further declines inNCF. In a scenario in which NCF declined a further 20% fromFitch's NCF, a downgrade of the junior 'AAAsf' certificates to'Asf' could result. In a more severe scenario, in which NCFdeclined a further 30% from Fitch's NCF, a downgrade of the junior'AAAsf' certificates to 'BBBsf' could result. The presale reportincludes a detailed explanation of additional stresses andsensitivities on pages 75 - 76.

The Master Servicers will be Wells Fargo Bank, N.A. and NCB, FSB,rated 'CMS2' and 'CMS2-', respectively by Fitch. The specialservicers will be LNR Partners, LLC and NCB, FSB rated 'CSS1-' and'CSS3+', respectively, by Fitch.

* Fitch Says Skyrocketing U.S. CLO Issuance Likely to Level Off---------------------------------------------------------------Issuance of new U.S. CLOs increased nearly five-fold in the firstquarter compared to the same period in 2012, though issuance islikely to level off as the year progresses, according to FitchRatings.

The new rate of new CLOs coming to market rose substantially infirst-quarter 2013 (1Q'13), finishing the quarter at over $26billion (compared to $6 billion in 1Q'12). That said, the generalconsensus remains that new CLOs will finish the year in the $55billion-$75 billion range. The primary reason is that much of thefirst quarter volume appears to be a result of "pulling forward"future transactions.

The main reason for this may be the FDIC's rule requiring banks toconsider CLO investments among its "higher risk assets". The rule,which went into effect April 1, led many originators to acceleratenew deals before the first quarter came to a close.

Nonetheless, appetite for CLO issuance remains robust. This inturn is likely to further highlight the numerous challenges facingCLO asset managers in the coming months. Among them is theimbalance in supply and demand for loans, along with the increasein "covenant-light" loan volume.

* Fitch Says Office Woes Lead to Uptick in U.S. CMBS Delinquencies------------------------------------------------------------------The ongoing struggles of office loans led to a slight increase inU.S. CMBS delinquencies and the first one since May of last year,according to the latest index results from Fitch Ratings.After falling to a three-year low, CMBS late-pays rose two basispoints (bps) in March to 7.63% from 7.61% a month earlier. This isthe first time in 10 months that overall delinquencies have risen.CMBS loan resolutions edged out new additions to the index, but adrop in new issuance volume failed to keep pace with the runoff,thus causing the delinquency rate to rise. That said, the increasemay be short-lived.

Loans backed by office properties continue to worsen. Officedelinquencies increased by 32 bps month-over-month to 8.50%. Infact, the six largest additions to the index in March were alloffice loans. This group was led by the $111 million Oasis NetLeased Portfolio loan (BSCMSI 2005-PWR10). Fitch had previouslyexcluded the loan from its delinquency ranks as the reporteddelinquent status was merely attributable to posting delays.However, a deed-in-lieu of foreclosure now appears imminent,prompting Fitch to include the loan in the index.

While office loans continue their struggles, delinquency rates forall other major property types improved in March.

* Fitch Says Short Sales Drive U.S. RMBS Losses Lower-----------------------------------------------------Loss severities for U.S. RMBS will continue their slow declinethis year due in part to the increased use of short sales,according to Fitch Ratings in its latest mortgage market index.

'Along with home price improvements, the increased use of shortsale liquidations is now helping to reverse the trend of risingmortgage loss severities,' said Director Sean Nelson.

In a short sale, the servicer allows the borrower to sell theirproperty on their own for less than the mortgage amount. Shortsales typically result in higher recoveries on distressed loans.'Timelines to liquidation are much shorter compared to the fullforeclosure process and the sale avoids the stigma of being abank-owned property,' said Nelson.

A spreadsheet detailing the actions can be found on Fitch'swebsite by performing a title search for 'FHA/VA RMBS RatingActions for April 16, 2013' or by clicking the link. In addition,a summary of the mortgage pool and bond analysis can be found byperforming a title search for 'RMBS Loss Metrics.'

Key Rating Drivers

The underlying collateral for these transactions consists ofmortgage loans insured by the Federal Housing Administration (FHA)and partially guaranteed by the Department of Veterans Affairs(VA) or the Rural Housing Service (RHS). Although the mortgageloans are insured, the certificates will generally not beguaranteed, with the exception of eight senior classes wrapped byFreddie Mac and two senior classes wrapped by Fannie Mae. Tomaintain the FHA insurance, VA guaranty or RHS guaranty on themortgage loans, the master servicer must service the mortgageloans in accordance with the regulations of the applicable federalagency. To minimize losses on mortgage loans, the FHA requires,the VA encourages and the RHS permits the master servicer to useloss mitigation techniques, including forbearance agreements,'streamline refinancing', pre-foreclosure sales and modificationagreements. The mortgage loans are secured by first liens on one-to four-family residential real properties and had beenreperforming at deal closing.

Performance has been stable since the last review for Fitch ratedFHA/VA transactions. On average the percent of current loans is64%, losses to date are 1% and the 60+ delinquency is 26%. As aresult of the stable performance, the base case expected lossremained approximately 6% of the remaining pool balance.

The weighted average probability of default (PD), loss severity(LS) and expected loss (XL) for the base, 'BBBsf', and 'AAAsf'rating stresses are:

Although the base-case loss is consistent with the prior review,the stress-scenario losses are higher than in the prior review.The stress multiples for this review were increased to beconsistent with subprime multiples and resulted in some negativerevisions. Downgrades were also caused in some cases by higherloss-severity assumptions on transactions with limitedtransparency on the FHA and VA composition within the remainingpool.

The downgrades were limited to one to two rating categories belowtheir prior rating and did not affect any 'AAAsf' or 'AAsf' ratedclasses.

To determine the LS, Fitch relies on the FHA/VA sector historicalaverage adjusted for the pool-specific composition of FHA, VA, andRHS loans. Fitch assumes a base case loss severity of 6% forFHA/RHS loans and a LS of 20% for VA loans. The aggregate averagebase case severity was 13% for all transactions. In cases wherethere is limited transparency on the composition of FHA, VA andRHS loans, the severity average of the FHA/VA loans is used, whichis 9%.

Once Fitch determines the base case assumptions, the stressedassumptions are determined using Fitch's non-prime loss model PDand severity multiples. This in turn determines Fitch's expectedlosses in the 'Bsf-AAAsf' stresses.

Fitch analyzes each bond in a number of different cash flowscenarios to determine the likelihood of full principal recoveryand timely interest. The scenario analysis incorporates variouscombinations of the following stressed assumptions: mortgage loss,loss timing, interest rates, prepayments, servicer advancing andloan modifications.

The analysis includes rating stress scenarios from 'CCCsf' to'AAAsf'. The 'CCCsf' scenario is intended to be the most-likelybase-case scenario. Rating scenarios above 'CCCsf' areincreasingly more stressful and less-likely outcomes. Althoughmany variables are adjusted in the stress scenarios, the primarydriver of the loss scenarios is the home price forecastassumption. In the 'Bsf' scenario, Fitch assumes home pricesdecline 10% below their long-term sustainable level. The homeprice decline assumption is increased by 5% at each higher ratingcategory up to a 35% decline in the 'AAAsf' scenario.

Classes currently rated below 'Bsf' are at-risk to default at somepoint in the future. As default becomes more imminent, bondscurrently rated 'CCCsf' and 'CCsf' will migrate towards 'Csf' andeventually 'Dsf'.

The ratings of bonds currently rated 'Bsf' or higher will besensitive to future mortgage borrower behavior, which historicallyhas been strongly correlated with home price movements. Despiterecent positive trends, Fitch currently expects home pricesnationally to decline further before reaching a sustainable level.While Fitch's ratings reflect this home price view, the ratings ofoutstanding classes may be subject to revision to the extentactual home price and mortgage performance trends differ fromthose currently projected by Fitch.

The spreadsheet 'FHA/VA RMBS Rating Actions for April 16, 2013'provides the contact information for the performance analyst.

* Fitch Takes Various Actions on 126 Manufactured Housing RMBS--------------------------------------------------------------Fitch Ratings has revised loss expectations and taken variousrating actions on 126 U.S. Manufactured Housing (MH) RMBStransactions. A detailed list of the rating actions is availableat 'www.fitchratings.com' by performing a title search for 'U.S.RMBS Manufactured Housing Rating Actions for April 16, 2013.' Inaddition, a summary of the mortgage pool and bond analysis can befound by performing a title search for 'RMBS Loss Metrics'.

Collateral performance for the sector has generally remainedstable over the last year. The performance stability can beattributed to consistent servicing practices and the significantseasoning of the assets. More than 95% of the transactionsreviewed were issued over 10 years ago.

Since the last review, the average percent current increasedslightly to 94.5% from 94%, the average losses to date and average60+ days delinquent remained stable at 20.8% and 3.5%. As a resultof the stable performance, Fitch's revised Probability of Default(PD), Loss Severity (LS), and Expected Loss (XL) are slightly morepositive than as of the last review:

Due to past performance volatility and concern about future tailrisk in these transactions, Fitch has remained cautious inupgrading classes in the MH sector. The classes that were upgradedhave an average credit enhancement percentage of 44%, an averagemonths-to-pay-off of less than six years and generally areexpected to recover full principal in scenarios more severe thanthe new revised rating. Most of these classes are first paymentpriority in transactions with low delinquencies.

When assigning ratings above 'BBBsf', the committee considered theprojected number of months remaining until the class paid in full.On average, classes upgraded to 'Asf' or higher are projected topay off in full in less than three years.

Of the eight classes downgraded, five classes rated 'Bsf' thru'CCsf' experienced a one rating category downgrade due to adeterioration in credit enhancement since the last review. Oneclass was downgraded from 'Asf' to 'BBsf' due to projectedinterest shortfalls not recovered in the 'BBBsf' stress.

Two classes were downgraded due to the revised cashflow analysisof a structural feature that allows the trust to use the nextperiod's collateral collections to cover the current period'sinterest shortfalls. The feature allows for some collections topay subordinate bond interest at the expense of funds available topay principal to senior bonds.

Rating Sensitivities:Although Fitch relies on loan-level analysis for the majority ofthe agency's rated portfolio in the Prime, Alt-A and Subprimesectors, MH transactions are generally analyzed using pool-levelcollateral data. Fitch determines the probability of default (PD)for the MH transactions using subprime vintage average probabilityof default assumptions derived from Fitch's non-prime loss modeland adjusted for pool specific performance. The loss severityassumption for each transaction is determined by each issuer's 12month historical average.

The cash flow analysis assumes Fitch's benchmark 10 year CDRcurve, a 10% CPR, zero advancing on delinquent loans and a haircutto the WAC in the 'Asf-AAAsf' rating stresses.

Fitch analyzes each bond in a number of different scenarios todetermine the likelihood of full principal recovery and timelyinterest. The scenario analysis incorporates various combinationsof the following stressed assumptions: mortgage loss, loss timing,interest rates, prepayments, servicer advancing and loanmodifications.

The analysis includes rating stress scenarios from 'CCCsf' to'AAAsf'. The 'CCCsf' scenario is intended to be the most-likelybase-case scenario. Rating scenarios above 'CCCsf' areincreasingly more stressful and less-likely outcomes. Althoughmany variables are adjusted in the stress scenarios, the primarydriver of the loss scenarios is the home price forecastassumption. In the 'Bsf' scenario, Fitch assumes home pricesdecline 10% below their long-term sustainable level. The homeprice decline assumption is increased by 5% at each higher ratingcategory up to a 35% decline in the 'AAAsf' scenario.

Classes currently rated below 'Bsf' are at-risk to default at somepoint in the future. As default becomes more imminent, bondscurrently rated 'CCCsf' and 'CCsf' will migrate towards 'Csf' andeventually 'Dsf'.

The ratings of bonds currently rated 'Bsf' or higher will besensitive to future mortgage borrower behavior, which historicallyhas been strongly correlated with home price movements. Despiterecent positive trends, Fitch currently expects home pricesnationally to decline further before reaching a sustainable level.While Fitch's ratings reflect this home price view, the ratings ofoutstanding classes may be subject to revision to the extentactual home price and mortgage performance trends differ fromthose currently projected by Fitch.

* Fitch Reviews U.S. Small-Balance CMBS Sector----------------------------------------------Fitch Ratings has taken various rating actions on 261 classes in30 U.S. small-balance commercial transactions. The transactionsreviewed were issued between 2003 and 2008 with collateralconsisting of fixed- and adjustable-rate mortgage loans secured bysenior liens on commercial, multifamily and mixed-use propertiesand unimproved land.

A spreadsheet detailing Fitch's rating actions on the affectedtransactions can be found using the web link for 'U.S Small-Balance CMBS Rating Actions for April 16, 2013'.

All but one of the classes downgraded held a non-investment gradeor distressed rating prior to the review. All of the ratingrevisions were one category.

Collateral performance deteriorated modestly over the past yearwith delinquency increasing on average from 22% to 23% andrealized losses to date increasing on average from 12% to 13% as apercentage of the original pool balances. A high percentage of theremaining loans have been modified. For mortgage pools withmodification data available, close to 50% of the remaining loanshave been modified. Loss severities on liquidated loans remainhigh in the 70%-80% range for most pools.

The principal distribution priority was also a consideration inthe rating actions. All of the Bayview transactions issued priorto 2008 and the Lehman Brothers small-balance transactions issuedin 2005 are currently distributing principal on a pro rata basisto all classes. The pro rata pay structure is expected to continueto decrease the credit enhancement of the senior classes over time(as subordinate classes receive principal payments) and increasethe risk of a principal writedown.

RATING SENSITIVITITES:

Fitch analyzes each bond in a number of different scenarios todetermine the likelihood of full principal recovery and timelyinterest. The scenario analysis incorporates various combinationsof the following stressed assumptions: mortgage loss, loss timing,interest rates, prepayments, servicer advancing and loanmodifications. For small-balance CMBS, Fitch assumes prepayment,loss-timing and servicer advancing behavior consistent with Alt-Asector vintage averages.

The analysis includes rating stress scenarios from 'CCCsf' to'AAAsf'. The 'CCCsf' scenario is intended to be the most-likelybase-case scenario. Rating scenarios above 'CCCsf' areincreasingly more stressful and less-likely outcomes. Althoughmany variables are adjusted in the stress scenarios, the primarydriver of the loss scenarios is the home price forecastassumption. In the 'Bsf' scenario, Fitch assumes home pricesdecline 10% below their long-term sustainable level. The homeprice decline assumption is increased by 5% at each higher ratingcategory up to a 35% decline in the 'AAAsf' scenario.

The majority of small balance CMBS classes currently hold adistressed rating below 'Bsf' and are likely to default at somepoint in the future. As default becomes more imminent, bondscurrently rated 'CCCsf' and 'CCsf' will migrate towards 'Csf' andeventually 'Dsf'.

The ratings of bonds currently rated 'Bsf' or higher will besensitive to future mortgage borrower behavior, which historicallyhas been strongly correlated with home price movements. Despiterecent positive trends, Fitch currently expects home pricesnationally to decline further before reaching a sustainable level.While Fitch's ratings reflect this home price view, the ratings ofoutstanding classes may be subject to revision to the extentactual home price and mortgage performance trends differ fromthose currently projected by Fitch.

* Fitch Reviews U.S. Scratch & Dent RMBS Deals----------------------------------------------Fitch Ratings has taken various rating actions on 865 classes in134 U.S. Scratch and Dent RMBS transactions. The transactionsreviewed are generally residential mortgage loans which wereeither originated with exceptions to the originator's underwritingguidelines or had experienced payment problems prior to issuance.The reviewed transactions were issued between 1996 and 2008.

A spreadsheet detailing Fitch's rating actions on the affectedtransactions can be found using the link for 'U.S Scratch and DentRMBS Rating Actions for April 16, 2013'.

The majority of the classes downgraded held a non-investment gradeor distressed rating prior to the review. Of those downgradedclasses rated 'Bsf' or higher prior to the review, all but threeof the negative rating revisions were one category.

The classes upgraded to 'Bsf' or higher generally benefit fromsignificant credit support and a sequential payment priority. Onaverage, the classes are projected to pay off in 42 months andhave 70% credit enhancement. All but two of the positive ratingrevisions were one rating category. The 30 classes upgraded is thehighest number of upgrades in a Scratch and Dent rating reviewsince 2006.

Collateral performance improved modestly over the past year withserious delinquency improving on average from 31%% to 30% andrealized losses to date increasing on average from 12% to 13% as apercentage of the original pool balances. A high percentage of theremaining loans have been modified. For mortgage pools withmodification data available, close to 40% of the remaining loanshave been modified.

Rating Sensitivities:

When projecting default and loss severity, Fitch relies on itsnon-prime loan-level loss model introduced late last year. Inprior reviews, Fitch used observed loss severity trends to predictfuture loss severity trends for Scratch and Dent transactions.Fitch believes the loss model will better reflect the changingcomposition of the remaining pools. Although loss severities arenot expected to improve materially in the near term, the lossmodel predicts lifetime loss severities lower than those recentlyobserved, primarily reflecting positive selection in the loansremaining in the mortgage pools.

Fitch analyzes each bond in a number of different scenarios todetermine the likelihood of full principal recovery and timelyinterest. The scenario analysis incorporates various combinationsof the following stressed assumptions: mortgage loss, loss timing,interest rates, prepayments, servicer advancing and loanmodifications.

The analysis includes rating stress scenarios from 'CCCsf' to'AAAsf'. The 'CCCsf' scenario is intended to be the most-likelybase-case scenario. Rating scenarios above 'CCCsf' areincreasingly more stressful and less-likely outcomes. Althoughmany variables are adjusted in the stress scenarios, the primarydriver of the loss scenarios is the home price forecastassumption. In the 'Bsf' scenario, Fitch assumes home pricesdecline 10% below their long-term sustainable level. The homeprice decline assumption is increased by 5% at each higher ratingcategory up to a 35% decline in the 'AAAsf' scenario.

The majority of scratch and dent classes currently hold adistressed rating below 'Bsf' and are likely to default at somepoint in the future. As default becomes more imminent, bondscurrently rated 'CCCsf' and 'CCsf' will migrate towards 'Csf' andeventually 'Dsf'.

The ratings of bonds currently rated 'Bsf' or higher will besensitive to future mortgage borrower behavior, which historicallyhas been strongly correlated with home price movements. Despiterecent positive trends, Fitch currently expects home pricesnationally to decline further before reaching a sustainable level.While Fitch's ratings reflect this home price view, the ratings ofoutstanding classes may be subject to revision to the extentactual home price and mortgage performance trends differ fromthose currently projected by Fitch.

Moody's has withdrawn the rating because it believes it hasinsufficient or otherwise inadequate information to support themaintenance of the rating.

* Moody's Downgrades Ratings on 12 Tranches of Subprime RMBS------------------------------------------------------------Moody's Investors Service downgraded the ratings of twelvetranches and upgraded the ratings of three tranches from seventransactions, backed by Subprime mortgage loans.

The rating action reflects recent performance of the underlyingpools and Moody's updated expected losses on the pools. Thedowngrades are due to either deterioration in collateralperformance or credit enhancement, weak interest shortfallreimbursement mechanisms, or in the case of the Saxon AssetSecurities Trust 2002-2, the presence of actual interestshortfalls. The upgrades are due to improvement in collateralperformance, and/ or build-up in credit enhancement.

The tranches downgraded to A3 (sf) do not have interest shortfallsbut in the event of an interest shortfall, structural limitationsin the transaction will prevent recoupment of interest shortfallseven if funds are available in subsequent periods. Missed interestpayments on these tranches can typically only be made up fromexcess interest after the overcollateralization is built to atarget amount. In these transactions since overcollateralizationis already below target due to poor performance, any future missedinterest payments to these tranches are unlikely to be paid.Moody's typically caps the ratings of such tranches with weakinterest shortfall reimbursement at A3 (sf) as long as they havenot experienced any shortfall.

Ratings on tranches that currently have very small unrecoverableinterest shortfalls are capped at Baa3 (sf). For tranches withlarger outstanding interest shortfalls, Moody's applies "Moody'sApproach to Rating Structured Finance Securities in Default"published in November 2009. These rating actions take into accountonly credit-related interest shortfall risks.

The methodologies used in these ratings were "Moody's Approach toRating US Residential Mortgage-Backed Securities" published inDecember 2008 and "Pre-2005 US RMBS Surveillance Methodology"published in January 2012.

The approach "Pre-2005 US RMBS Surveillance Methodology" isadjusted slightly when estimating losses on pools left with asmall number of loans to account for the volatile nature of smallpools. Even if a few loans in a small pool become delinquent,there could be a large increase in the overall pool delinquencylevel due to the concentration risk. To project losses on poolswith fewer than 100 loans, Moody's first estimates a "baseline"average rate of new delinquencies for the pool that is dependenton the vintage of loan origination (11% for all vintages 2004 andprior). The baseline rates are higher than the average rate of newdelinquencies for larger pools for the respective vintages.

Once the baseline rate is set, further adjustments are made basedon 1) the number of loans remaining in the pool and 2) the levelof current delinquencies in the pool. The volatility of poolperformance increases as the number of loans remaining in the pooldecreases. Once the loan count in a pool falls below 75, the rateof delinquency is increased by 1% for every loan less than 75. Forexample, for a pool with 74 loans from the 2004 vintage, theadjusted rate of new delinquency would be 11.11%. In addition, ifcurrent delinquency levels in a small pool is low, futuredelinquencies are expected to reflect this trend. To account forthat, the rate is multiplied by a factor ranging from 0.85 to 2.25for current delinquencies ranging from less than 10% to greaterthan 50% respectively. Delinquencies for subsequent years andultimate expected losses are projected using the approachdescribed in the methodology publication.

When assigning the final ratings to senior bonds, in addition tothe methodologies, Moody's considered the volatility of theprojected losses and timeline of the expected defaults. For bondsbacked by small pools, Moody's also considered the currentpipeline composition as well as any specific loss allocation rulesthat could preserve or deplete the overcollateralization availablefor the senior bonds at different pace.

Moody's also adjusts the methodologies for Moody's current view onloan modifications. As a result of an extension of the HomeAffordable Modification Program (HAMP) to 2013 and an increaseduse of private modifications, Moody's is extending its previousview that loan modifications will only occur through the end of2012. It is now assuming that the loan modifications will continueat current levels into 2014.

The methodologies only apply to pools with at least 40 loans and apool factor of greater than 5%. Moody's may withdraw its ratingwhen the pool factor drops below 5% and the number of loans in thepool declines to 40 loans or lower unless specific structuralfeatures allow for a monitoring of the transaction (such as acredit enhancement floor).

The primary sources of assumption uncertainty are Moody's centralmacroeconomic forecast and performance volatility as a result ofservicer-related activity such as modifications. The unemploymentrate fell from 8.3% in February 2012 to 7.6% in March 2013.Moody's forecasts a unemployment central range of 7.0% to 8.0% forthe 2013 year. Moody's expects housing prices to continue to risein 2013. Performance of RMBS continues to remain highly dependenton servicer activity such as modification-related principalforgiveness and interest rate reductions. Any change resultingfrom servicing transfers or other policy or regulatory change canalso impact the performance of these transactions.

* Moody's Takes Action on 5 RMBS Transactions from 3 Issuers------------------------------------------------------------Moody's Investors Service upgraded the ratings of five tranchesfrom RMBS transactions issued by various financial institutions,backed by Subprime mortgage loans.

The actions are a result of recent performance reviews of thistransaction and reflect Moody's updated loss expectations on thesepools.

These rating actions constitute of a number of upgrades. Theserating actions take into account the updated pool losses relativeto the total credit enhancement available from subordination, aswell as excess spread. In addition, Moody's considered thevolatility of the projected losses and the timing of the expecteddefaults.

The methodologies used in these ratings were "Moody's Approach toRating US Residential Mortgage-Backed Securities" published inDecember 2008, "Pre-2005 US RMBS Surveillance Methodology"published in January 2012, "2005 -- 2008 US RMBS SurveillanceMethodology" published in July 2011 and "Moody's Approach toRating Structured Finance Interest-Only Securities" Published inFebruary 2012.

Moody's adjusts the methodologies for Moody's current view on loanmodifications. As a result of an extension of the Home AffordableModification Program (HAMP) to 2013 and an increased use ofprivate modifications, Moody's is extending its previous view thatloan modifications will only occur through the end of 2012. It isnow assuming that the loan modifications will continue at currentlevels into 2014.

The methodologies only apply to pools with at least 40 loans and apool factor of greater than 5%. Moody's may withdraw its ratingwhen the pool factor drops below 5% and the number of loans in thepool declines to 40 loans or lower unless specific structuralfeatures allow for a monitoring of the transaction (such as acredit enhancement floor).

Other factors used in these ratings are described in "Moody'sApproach to Rating Structured Finance Securities in Default"published in November 2009.

When assigning the final ratings to senior bonds, in addition tothe methodologies, Moody's considered the volatility of theprojected losses and timeline of the expected defaults. For bondsbacked by small pools, Moody's also considered the currentpipeline composition as well as any specific loss allocation rulesthat could preserve or deplete the overcollateralization availablefor the senior bonds at different pace.

The primary sources of assumption uncertainty are Moody's centralmacroeconomic forecast and performance volatility as a result ofservicer related activity such as modifications. The unemploymentrate fell from 8.3% in February 2012 to 7.6% in March 2013.Moody's forecasts a unemployment central range of 7.0% to 8.0% forthe 2013 year. Moody's expects housing prices to continue to risein 2013. Performance of RMBS continues to remain highly dependenton servicer activity such as modification-related principalforgiveness and interest rate reductions. Any change resultingfrom servicing transfers or other policy or regulatory change canalso impact the performance of these transactions.

* Moody's Takes Action on $32MM RMBS Tranches from Two Issuers--------------------------------------------------------------Moody's Investors Service has upgraded the ratings of two tranchesand downgraded the rating of one tranche from two RMBStransactions issued by various financial institutions, backed bySubprime mortgage loans.

The actions are a result of recent performance reviews of thistransaction and reflect Moody's updated loss expectations on thesepools.

These rating actions constitute of upgrades and downgrade. Theserating actions take into account the updated pool losses relativeto the total credit enhancement available from subordination, aswell as excess spread. In addition, Moody's considered thevolatility of the projected losses and the timing of the expecteddefaults.

The downgrade of MASTR Asset Backed Securities Trust 2004-WMC1Class M1 is primarily due to the tranche's weak interest shortfallreimbursement mechanism and existing interest shortfalls. Missedinterest payments on this tranche can typically only be made upfrom excess interest after the overcollateralization is built to atarget amount. In this transaction since overcollateralization isalready below target due to poor performance, existing interestshortfalls are unlikely to be repaid.

Ratings on tranches that currently have very small unrecoverableinterest shortfalls are capped at Baa3 (sf). For tranches withlarger outstanding interest shortfalls, Moody's applies "Moody'sApproach to Rating Structured Finance Securities in Default"published in November 2009. These rating actions take into accountonly credit-related interest shortfall risks.

The methodologies used in these ratings were "Moody's Approach toRating US Residential Mortgage-Backed Securities" published inDecember 2008 and "Pre-2005 US RMBS Surveillance Methodology"published in January 2012.

The approach "Pre-2005 US RMBS Surveillance Methodology" isadjusted slightly when estimating losses on pools left with asmall number of loans to account for the volatile nature of smallpools. Even if a few loans in a small pool become delinquent,there could be a large increase in the overall pool delinquencylevel due to the concentration risk. To project losses on poolswith fewer than 100 loans, Moody's first estimates a "baseline"average rate of new delinquencies for the pool that is dependenton the vintage of loan origination (11% for all vintages 2004 andprior). The baseline rates are higher than the average rate of newdelinquencies for larger pools for the respective vintages.

Once the baseline rate is set, further adjustments are made basedon 1) the number of loans remaining in the pool and 2) the levelof current delinquencies in the pool. The volatility of poolperformance increases as the number of loans remaining in the pooldecreases. Once the loan count in a pool falls below 75, the rateof delinquency is increased by 1% for every loan less than 75. Forexample, for a pool with 74 loans from the 2004 vintage, theadjusted rate of new delinquency would be 11.11%. In addition, ifcurrent delinquency levels in a small pool is low, futuredelinquencies are expected to reflect this trend. To account forthat, the rate is multiplied by a factor ranging from 0.85 to 2.25for current delinquencies ranging from less than 10% to greaterthan 50% respectively. Delinquencies for subsequent years andultimate expected losses are projected using the approachdescribed in the methodology publication.

Other factors used in these ratings are described in "Moody'sApproach to Rating Structured Finance Securities in Default"published in November 2009.

When assigning the final ratings to senior bonds, in addition tothe methodologies, Moody's considered the volatility of theprojected losses and timeline of the expected defaults. For bondsbacked by small pools, Moody's also considered the currentpipeline composition as well as any specific loss allocation rulesthat could preserve or deplete the overcollateralization availablefor the senior bonds at different pace.

Moody's also adjusts the methodologies for Moody's current view onloan modifications. As a result of an extension of the HomeAffordable Modification Program (HAMP) to 2013 and an increaseduse of private modifications, Moody's is extending its previousview that loan modifications will only occur through the end of2012. It is now assuming that the loan modifications will continueat current levels into 2014.

The methodologies only apply to pools with at least 40 loans and apool factor of greater than 5%. Moody's may withdraw its ratingwhen the pool factor drops below 5% and the number of loans in thepool declines to 40 loans or lower unless specific structuralfeatures allow for a monitoring of the transaction (such as acredit enhancement floor).

The primary sources of assumption uncertainty are Moody's centralmacroeconomic forecast and performance volatility as a result ofservicer-related activity such as modifications. The unemploymentrate fell from 8.3% in February 2012 to 7.6% in March 2013.Moody's forecasts a unemployment central range of 7.0% to 8.0% forthe 2013 year. Moody's expects housing prices to continue to risein 2013. Performance of RMBS continues to remain highly dependenton servicer activity such as modification-related principalforgiveness and interest rate reductions. Any change resultingfrom servicing transfers or other policy or regulatory change canalso impact the performance of these transactions.

The actions are a result of the recent performance of theunderlying pools and reflect Moody's updated loss expectations onthe pools. The majority of the actions reflect the change inprincipal payments and loss allocation to the senior bondssubsequent to subordination depletion.

The methodologies used in these ratings were "Moody's Approach toRating US Residential Mortgage-Backed Securities" published inDecember 2008, and "2005 -- 2008 US RMBS Surveillance Methodology"published in July 2011. The methodology used in rating Interest-Only Securities is "Moody's Approach to Rating Structured FinanceInterest-Only Securities" published in February 2012.

Moody's adjusts the methodologies for 1) Moody's current view onloan modifications and 2) small pool volatility.

Loan Modifications

As a result of an extension of the Home Affordable ModificationProgram (HAMP) and an increased use of private modifications,Moody's is extending its previous view that loan modificationswill only occur through the end of 2012. It is now assuming thatthe loan modifications will continue at current levels until 2014.

Small Pool Volatility

For pools with loans less than 100, Moody's adjusts itsprojections of loss to account for the higher loss volatility ofsuch pools. For small pools, a few loans becoming delinquent wouldgreatly increase the pools' delinquency rate.

To project losses on Alt-A pools with fewer than 100 loans,Moody's first calculates an annualized delinquency rate based onvintage, number of loans remaining in the pool and the level ofcurrent delinquencies in the pool. For Alt-A pools, Moody's firstapplies a baseline delinquency rate of 10% for 2005, 19% for 2006and 21% for 2007. Once the loan count in a pool falls below 76,this rate of delinquency is increased by 1% for every loan fewerthan 76. For example, for a 2005 pool with 75 loans, the adjustedrate of new delinquency is 10.1%. Further, to account for theactual rate of delinquencies in a small pool, Moody's multipliesthe rate by a factor ranging from 0.20 to 2.0 for currentdelinquencies that range from less than 2.5% to greater than 50%respectively. Moody's then uses this final adjusted rate of newdelinquency to project delinquencies and losses for the remaininglife of the pool under the approach described in the methodologypublication.

The primary source of assumption uncertainty is the uncertainty inMoody's central macroeconomic forecast and performance volatilitydue to servicer-related issues. The unemployment rate fell from9.0% in September 2011 to 7.6% in March 2013. Moody's forecasts afurther drop to 7.5% by 2014. Moody's expects house prices to dropanother 1% from their 4Q2011 levels before gradually risingtowards the end of 2013. Performance of RMBS continues to remainhighly dependent on servicer procedures. Any change resulting fromservicing transfers or other policy or regulatory change canimpact the performance of these transactions.

* Moody's Takes Actions on $59MM Subprime RMBS from 2 Issuers-------------------------------------------------------------Moody's Investors Service upgraded the ratings of six tranchesfrom three transactions, backed by Subprime mortgage loans.

The rating action reflects recent performance of the underlyingpools and Moody's updated expected losses on the pools. Theupgrades are due to improvement in collateral performance, and/ orbuild-up in credit enhancement.

The methodologies used in these ratings were "Moody's Approach toRating US Residential Mortgage-Backed Securities" published inDecember 2008 and "Pre-2005 US RMBS Surveillance Methodology"published in January 2012.

The approach "Pre-2005 US RMBS Surveillance Methodology" isadjusted slightly when estimating losses on pools left with asmall number of loans to account for the volatile nature of smallpools. Even if a few loans in a small pool become delinquent,there could be a large increase in the overall pool delinquencylevel due to the concentration risk. To project losses on poolswith fewer than 100 loans, Moody's first estimates a "baseline"average rate of new delinquencies for the pool that is dependenton the vintage of loan origination (11% for all vintages 2004 andprior). The baseline rates are higher than the average rate of newdelinquencies for larger pools for the respective vintages.

Once the baseline rate is set, further adjustments are made basedon 1) the number of loans remaining in the pool and 2) the levelof current delinquencies in the pool. The volatility of poolperformance increases as the number of loans remaining in the pooldecreases. Once the loan count in a pool falls below 75, the rateof delinquency is increased by 1% for every loan less than 75. Forexample, for a pool with 74 loans from the 2004 vintage, theadjusted rate of new delinquency would be 11.11%. In addition, ifcurrent delinquency levels in a small pool is low, futuredelinquencies are expected to reflect this trend. To account forthat, the rate is multiplied by a factor ranging from 0.85 to 2.25for current delinquencies ranging from less than 10% to greaterthan 50% respectively. Delinquencies for subsequent years andultimate expected losses are projected using the approachdescribed in the methodology publication.

When assigning the final ratings to senior bonds, in addition tothe methodologies, Moody's considered the volatility of theprojected losses and timeline of the expected defaults. For bondsbacked by small pools, Moody's also considered the currentpipeline composition as well as any specific loss allocation rulesthat could preserve or deplete the overcollateralization availablefor the senior bonds at different pace.

Moody's also adjusts the methodologies for Moody's current view onloan modifications. As a result of an extension of the HomeAffordable Modification Program (HAMP) to 2013 and an increaseduse of private modifications, Moody's is extending its previousview that loan modifications will only occur through the end of2012. It is now assuming that the loan modifications will continueat current levels into 2014.

The only applies to pools with at least 40 loans and a pool factorof greater than 5%. Moody's may withdraw its rating when the poolfactor drops below 5% and the number of loans in the pool declinesto 40 loans or lower unless specific structural features allow fora monitoring of the transaction (such as a credit enhancementfloor).

The primary sources of assumption uncertainty are Moody's centralmacroeconomic forecast and performance volatility as a result ofservicer-related activity such as modifications. The unemploymentrate fell from 8.3% in February 2012 to 7.6% in March 2013.Moody's forecasts a unemployment central range of 7.0% to 8.0% forthe 2013 year. Moody's expects housing prices to continue to risein 2013. Performance of RMBS continues to remain highly dependenton servicer activity such as modification-related principalforgiveness and interest rate reductions. Any change resultingfrom servicing transfers or other policy or regulatory change canalso impact the performance of these transactions.

Standard & Poor's Ratings Services raised its ratings on Class A-4from CIT Marine Trust 1999-A to 'A (sf)' from 'BBB+ (sf)', and onClass C from Distribution Financial Services RV/Marine Trust 2001-1 (DFS) to 'AA(sf)' from 'BBB (sf)'. At the same time, S&Plowered its ratings on the Certificate class from CIT Marine Trust1999-A to 'CCC+ (sf)' from 'B (sf)' and Classes C and D from theE*Trade transaction to 'B-(sf)' and 'CCC(sf)', respectively, from'B+ (sf)' and 'B- (sf)'. In addition, S&P affirmed its ratings on11 classes and maintained its 'D (sf)' ratings on two otherclasses from these and six other asset-backed securities (ABS)transactions.

The rating actions reflect each transaction's collateralperformance to date, S&P's views regarding future collateralperformance, the structure of each transaction, and the respectivecredit enhancement levels supporting the notes. In addition,S&P's analysis incorporates secondary credit factors such ascredit stability, payment priorities under various scenarios, andsector- and issuer-specific analysis.

The raised ratings on Class A-4 from CIT Marine Trust 1999-A andClass C from the DFS trust reflect S&P's view that the totalcredit support as a percent of the amortizing pool balancecompared with S&P's revised expected remaining losses is adequatefor each of the classes at the raised ratings.

The lowered ratings reflect S&P's view of an increased risk thatthe trusts may be unable to pay principal in full by therespective notes' legal final maturity date.

Many of the transactions have benefited from improved default anddelinquency performance since S&P's last review due to strongermacroeconomic conditions. As a result, S&P revised its lossexpectations for some of the transactions, taking into accountperformance to date, current trends, and its expectations offuture collateral and sector performance.

Each transaction was originally structured with credit enhancementin the form of some combination of overcollateralization,subordination, cash reserves, and excess spread. However, higher-than-expected losses have reduced the amount of available creditenhancement for each transaction. Specifically, as of theMarch 2013 distribution date, all forms of credit enhancement(other than subordination) have been fully depleted for eachtransaction except Chase Manhattan Marine Owner Trust 1997-A,Chase Manhattan RV Owner Trust 1997-A, and CIT Marine Trust 1999-A. The Chase Manhattan Marine and Chase Manhattan RV transactionshave reserve accounts that are currently at their target amounts.

S&P's analysis of the nine transactions included the review ofcurrent and historical performance to estimate future performance.The various scenarios included forward-looking assumptions ondefaults and recoveries that S&P believes is appropriate given thetransactions' current performance.

S&P will continue to monitor the performance of the transactionsto ensure the credit enhancement remains sufficient, in its view,to cover its revised cumulative net loss expectations under itsstress scenarios for each of the rated classes.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying acredit rating relating to an asset-backed security as defined inthe Rule, to include a description of the representations,warranties and enforcement mechanisms available to investors and adescription of how they differ from the representations,warranties and enforcement mechanisms in issuances of similarsecurities. The Rule applies to in-scope securities initiallyrated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reportincluded in this credit rating report are available at:

Monday's edition of the TCR delivers a list of indicative pricesfor bond issues that reportedly trade well below par. Prices areobtained by TCR editors from a variety of outside sources duringthe prior week we think are reliable. Those sources may not,however, be complete or accurate. The Monday Bond Pricing tableis compiled on the Friday prior to publication. Prices reportedare not intended to reflect actual trades. Prices for actualtrades are probably different. Our objective is to shareinformation, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy orsell any security of any kind. It is likely that some entityaffiliated with a TCR editor holds some position in the issuers"public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies withinsolvent balance sheets whose shares trade higher than $3 pershare in public markets. At first glance, this list may look likethe definitive compilation of stocks that are ideal to sell short.Don't be fooled. Assets, for example, reported at historical costnet of depreciation may understate the true value of a firm'sassets. A company may establish reserves on its balance sheet forliabilities that may never materialize. The prices at whichequity securities trade in public market are determined by morethan a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in eachWednesday's edition of the TCR. Submissions about insolvency-related conferences are encouraged. Send announcements toconferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filedChapter 11 cases involving less than $1,000,000 in assets andliabilities delivered to nation's bankruptcy courts. The listincludes links to freely downloadable images of these small-dollarpetitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book ofinterest to troubled company professionals. All titles areavailable at your local bookstore or through Amazon.com. Go tohttp://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday editionof the TCR.

The Sunday TCR delivers securitization rating news from the weekthen-ending.

For copies of court documents filed in the District of Delaware,please contact Vito at Parcels, Inc., at 302-658-9911. Forbankruptcy documents filed in cases pending outside the Districtof Delaware, contact Ken Troubh at Nationwide Research &Consulting at 207/791-2852.

This material is copyrighted and any commercial use, resale orpublication in any form (including e-mail forwarding, electronicre-mailing and photocopying) is strictly prohibited without priorwritten permission of the publishers. Information containedherein is obtained from sources believed to be reliable, but isnot guaranteed.

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